Payments Etc. All payments under this Agreement will be made in immediately available funds, and will be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.
Appears in 2 contracts
Sources: Credit Agreement (First Mid Illinois Bancshares Inc), Credit Agreement (First Mid Illinois Bancshares Inc)
Payments Etc. All Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, and will be applied first funds to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise ’s Lending Office.
(i) All such payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account made free and clear of the Borrower maintained with the Lender and without deduction or withholding for any amounts Taxes in respect of this Agreement, the Note or other Credit Documents, or any payments of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder. If applicable law requires the deduction or payable under this Agreementwithholding of any Taxes from any such payment, with then each Credit Party agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNote and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges levied or imposed on this Agreementdeduction, and (C) to pay the Notes, full amount deducted to the Loans or the proceeds, relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower and a copy of any Tax return required by applicable law to report such payment. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any Indemnified Taxes paid or payable by Lender, or required to be deducted or withheld from a payment to Lender, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment or liability by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(b) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(c) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed).
(d) Without duplication of, or limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Lender timely reimburse Lender for the payment of, any Other Taxes.
Appears in 2 contracts
Sources: Term Loan Agreement, Term Loan Agreement (Brown & Brown Inc)
Payments Etc. (a) All payments under this Agreement will and prepayments of principal, interest and fees with respect to the Loans or L/C's or other Obligations shall be made without set-off or counterclaim not later than 1:00 p.m. (Atlanta, Georgia time) on the date when due and in immediately available funds, and will be applied first to accrued interest and then to principal; however, if an Event funds at the Payment Office of Default occurs and is continuing, the Lender may, in its sole discretion, Administrative Agent and in such order Dollars or Sterling, as it may choose, apply applicable.
(i) Any and all payments by any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during hereunder or under the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will Notes shall be made free and clear of and without deduction for or on account of any and all present or future taxes, duties levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income and franchise taxes (all such excluded net income taxes and franchise taxes, collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 5.09(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes and Excluded Taxes owed by such Lender on the Gross-up Amount payable under this Section 5.09(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other charges levied authority in accordance with applicable law subject to section 5.09 (b)(iii) and (iv).
(ii) The Borrowers will indemnify each Lender for the full amount of Taxes (together with any Taxes or imposed Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 5.09(b)(i) or on the indemnification payments made by such Borrower under this AgreementSection 5.09(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) days from the date such Lender makes written demand therefor. Within thirty (30) days after the date of any Borrower's payment of Taxes, such Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the Notesoriginal or a certified copy of a receipt evidencing payment thereof.
(iii) Each Lender that is not a "United States Person" as defined in the Internal Revenue Code of 1986, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.as amended) hereby agrees that:
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc), Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Payments Etc. All Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, and will be applied first funds to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise ’s Lending Office.
(i) All such payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account made free and clear of the Borrower maintained with the Lender and without deduction or withholding for any amounts Taxes in respect of this Agreement, the Notes or other Credit Documents, or any payments of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(b) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(c) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed).
Appears in 2 contracts
Sources: Revolving and Term Loan Agreement, Revolving and Term Loan Agreement (Brown & Brown Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (New York, New York time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent’s Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this Section 3.10(b)(ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall, except as set forth in the definition of Interest Period, be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On Revolving Loans, all computations of interest and fees (including the Commitment Fee and the Letter of Credit Fee) shall be made on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such taxes, duties or other charges in addition Revolving Loan to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely the date of the repayment or conversion thereof (unless borrowed and repaid on the Lender's income same day). Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the extent required Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gold Kist Inc), Credit Agreement (Gold Kist Inc.)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent, (i) not later than 12:00 Noon (Charlotte, North Carolina time) on the date when due with respect to any Loan or Letter of Credit, denominated in Dollars (including any fee, commission or other amount with respect thereto) or 11:00 a.m. (the time of the Administrative Agent's Correspondent) on the date when due with respect to any Alternative Currency Loan or Alternative Letter of Credit (including any fee, commission or other amount with respect thereto) and (ii) shall be made in Dollars or such Alternative Currency as applicable, in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form W-8ECI or Form W-8BEN or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances and Alternative Currency Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Swing Line Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 12:00 Noon (Charlotte, North Carolina time) on the date when due with respect to any Loan, (including any fee, commission or other amount with respect thereto), in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsTerm Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseTerm Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form W-8ECI or Form W-8BEN or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(b)(ii), pay all whenever any payment to be made hereunder or under any Term Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Loans shall be computed on the basis of a year of 365 days for the actual number of days. Interest on Base Rate Loans shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Loans shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent, (i) not later than 12:00 Noon (Charlotte, North Carolina time) on the date when due with respect to any Loan or Letter of Credit, denominated in Dollars (including any fee, commission or other amount with respect thereto) or 11:00 a.m. (the time of the Administrative Agent’s Correspondent) on the date when due with respect to any Alternative Currency Loan or Alternative Letter of Credit (including any fee, commission or other amount with respect thereto) and (ii) shall be made in Dollars or such Alternative Currency as applicable, in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form W-8ECI or Form W-8BEN or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances and Alternative Currency Loans denominated in Pounds Sterling shall be computed on the basis of a year of 365 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Swing Line Advances shall be calculated based on the Base Rate or the LIBOR Market Index Rate, as the case may be, from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust Company before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available fundsfunds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) the Commitment Fee ratably to the Lenders and will (iii) any other amount payable to any Lender to such Lender.
(b) Whenever any payment to be applied made hereunder or under any Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of interest shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding absent manifest error.
(d) Prior to accrued interest the maturity of the Loans (whether upon acceleration, upon any date that the Commitments are terminated pursuant to Section 2.7 or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of the Loans or under the Security Agreement or from the Warehouse Agent in respect of the Warehouse Collateral shall be disbursed by the Agent as follows: first, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and then payable on such day pursuant to principalSection 2.8; howeversecond, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.9; third, if a Warehouse Event of Default has occurred and is continuing, to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement; and fourth, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default occurs has occurred and is continuing, then the Lender mayAgent shall not release any such amounts to the Warehouse Agent or to the Borrowers until the earlier of (x) the cure of any Potential Default or Event of Default, in its sole discretion, and which case such amounts shall be released to the Warehouse Agent or to the Borrowers as described in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsthis subsection (d), or (y) the acceleration of the Loans, in which case such amounts shall be applied in accordance with Section 2.11(e); and provided further, that if a Warehouse Event of Default has occurred and is continuing, notwithstanding the foregoing provisions of this Section 2.11(d), all amounts received by debit the Agent hereunder in respect of Eligible Servicing Receivables shall be paid by the Agent to available balances the Warehouse Agent to be disbursed in an account at accordance with Section 2.11 of the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes Warehouse Credit Agreement.
(e) Upon the Lender maturity of the Loans (whether upon acceleration, upon any date that the Commitments are terminated pursuant to charge any Section 2.7, or otherwise), all amounts received by the Agent on account of the Borrower maintained Obligations shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due to it, to reimburse it for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under this the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to the Lenders in accordance with the amount of interest due to each Lender, to pay all accrued and unpaid interest due hereunder; fourth, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to the Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; sixth, if a Warehouse Event of Default has occurred and is continuing, to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement; and seventh, to the Borrowers by transfer to such payment subject to availability account as the Borrowers may direct in writing for such purpose; provided that if a Warehouse Event of collected balances in Default has occurred and is continuing, notwithstanding the Lender's discretion; unless the Borrower instructs otherwiseforegoing provisions of this Section 2.11(e), all Loans will amounts received by the Agent hereunder in respect of Eligible Servicing Receivables shall, after the payments provided for in clauses first and second above have been made, be credited paid by the Agent to an account(s) the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Warehouse Credit Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.
Appears in 1 contract
Payments Etc. All payments under this Agreement will hereunder shall be made in immediately available funds, and will shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuingoccurs, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will shall receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreementhereunder, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will shall be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT HEREUNDER UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL SHALL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING WITHOUT LIMITATION INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans Note or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, shall upon request of the Lender, Lender pay all such taxes, duties or other charges in addition to principal and interest, including including, without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5income.
Appears in 1 contract
Sources: Master Note (Arnold Palmer Golf Co)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at the Payment Office of such Lender, or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsLine of Credit Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseLine of Credit Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(3) Subject to Section 3.04(a)(ii), whenever any payment to be made hereunder or under any Line of Credit Note shall be stated to be due on a day which is not a Business Day, the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income due date thereof shall be extended to the extent required under Section 3.5next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
Appears in 1 contract
Payments Etc. (a) All payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim and, other than as specifically provided herein and payments made in respect of Swing Line Loans (as more particularly described in this clause (a)), shall be made to the Agent at its Payment Office not later than 1:00 PM (local time for the Agent) on the date when due and all payments hereunder shall be made in Dollars in immediately available funds. All payments with respect to the Swing Line Loans shall be made without defense, set-off or counterclaim to the Swing Line Lender no later than 1:00 PM (local time for the Swing Line Lender) on the date when due (with a notification of such payment to the Agent) and will shall be applied first made in Dollars in immediately available funds at the Swing Line Lender's Lending Office, as set forth on the signature pages to accrued interest this Agreement.
(i) All such payments shall be made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction (national, state or payable under this Agreementlocal) in which the principal executive office or appropriate Lending Office of such Lender is located). If any such Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any such Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The A Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower willin writing.
(iii) Borrower shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction (national, pay all state or local) in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(d)(ii) and (iii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Lender, not later than 2:00 P.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, funds at the Payment Office.
(b) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsTerm Credit Note or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of the Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless Term Credit Note and the Borrower instructs otherwiseother Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all such taxes, duties or other charges in addition to principal purposes.
(c) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Term Credit Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Lender of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Real Estate Term Credit Agreement (Hughes Supply Inc)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Agent not later than 11:00 AM (local time for the Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at its Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Currency Loans and will the Currency Notes shall be applied first made without defense, set- off or counterclaim to accrued the Currency Lender at its Payment Office not later than 11:00 AM (local time for such Currency Lender) on the date when due and in immediately available funds in the Currency, or at any other location of the Currency Lender as the Currency Lender may specify in writing to Intermet not later than Noon (local time for the Currency Lender) on the Business Day prior to the Business Day such payment is due. All payments of principal, interest and then fees with respect to principal; however, if an Event the Currency Loans shall be made in the Currency.
(i) All such payments shall be made free and clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 5.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Intermet to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 5.04(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Euro Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent or the Currency Lender of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Intermet to the Agent in accordance with the terms of this Agreement shall, as to Intermet, constitute payment to the Domestic Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Intermet Corp)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement (including payments with respect to Acceptance Obligations) shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available fundsfunds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to the Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) payments with respect to Acceptance Obligations to the Cash Collateral Account if the Acceptances to which the payment relates have not matured, to the Acceptance Agent if the Facility 1 Acceptances to which the payment relates have matured unless Bankers Trust has already made payment to the Acceptance Agent, and will otherwise to Bankers Trust or to the Lenders entitled thereto if any Lender has reimbursed Banker's Trust for such Lender s obligation as an Acceptance Participant, (iii) Fees with respect to any Type of Commitment or with respect to any Acceptance Obligation ratably to Lenders with Commitments of the corresponding Type or to Acceptance Participants with a pro rata share of liability relating to Facility 1 Acceptances, as applicable and (iv) any other amount payable to any Lender to such Lender.
(b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by the Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error.
(d) Any payments received by Bankers Trust on account of Acceptance Obligations as a result of a mandatory repayment of such Acceptance Obligations under the Loan Documents prior to the maturity date of the Facility 1 Acceptance to which such Acceptance Obligations relate shall be held by Bankers Trust as collateral security for the Obligations, including the Acceptance Obligations, in a Cash Collateral Account pursuant to the Cash Collateral Agreement.
(e) Acceptance Obligations (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a) or otherwise) or the occurrence and continuance of a Potential Default or an Event of Default, all amounts received on any day by the Agent hereunder in respect of principal of Facility 1 Loans or Swing- Line Loans or the Acceptance Obligations or under the Warehousing Security Agreement, including amounts received by the Agent from the Facility 1 Settlement Account, shall be applied first by the Agent as follows: first, to accrued interest Bankers Trust, to repay the aggregate principal amount of Swing-Line Loans outstanding on such day; second, to Bankers Trust to the extent of any amounts due and then payable on account of matured Acceptance Obligations or otherwise payable pursuant to principalSection 2.8 on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); howeverthird, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans to repay the aggregate principal amount of Facility 1 Loans due and payable on such day pursuant to Section 2.8; fourth, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to prepay outstanding Facility 1 Loans being prepaid on such day pursuant to Section 2.9; and fifth, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default occurs has occurred and is continuing, but the Lender mayLenders have not accelerated the Facility 1 Loans, Swing-Line Loans, or the Acceptance Obligations hereunder, then the Agent shall not release any such amounts to the Borrowers and shall hold such amounts in the Facility 1 Settlement Account until the earlier of (x) the cure of such Potential Default or Event of Default or (y) the acceleration of the Facility 1 Loans, Swing-Line Loans, or the Acceptance Obligations and, if the event described in clause (x) occurs first, such amounts shall be released to the Borrowers as described above in this subsection (e), and if the event described in clause (y) occurs first, then such amounts shall be applied in accordance with Section 2.11(h).
(f) Prior to the maturity of the Facility 2 Loans (whether upon acceleration, upon any date that the Facility 2 Commitments are terminated pursuant to Section 2.7(b) or otherwise), or the occurrence and continuance of a Potential Default or an Event of Default, all amounts received on any day by the Agent hereunder in respect of principal of Facility 2 Loans or under the Servicing Security Agreement in respect of the Collateral described therein or in respect of Eligible REO Property mortgaged to the Secured Parties, shall be applied by the Agent as follows: first, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay the aggregate principal amount of Facility 2 Loans due and payable on such day pursuant to Section 2.8; second, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to prepay outstanding Facility 2 Loans being prepaid on such day pursuant to Section 2.9; and third, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default exists, but the Lenders have not accelerated the Facility 2 Loans hereunder, then the Agent shall not release any such amounts to the Borrowers and shall hold such sums in the Cash Collateral Account until the earlier of (x) the cure of any Potential Default or Event of Default or (y) the acceleration of the Facility 2 Loans, and if the event described in clause (x) occurs first, the amounts shall be released to the Borrowers as described in this subsection (f), and if the event described in clause (y) occurs first, then such amounts shall be applied in accordance with Section 2.11(i).
(g) [Reserved]
(h) Upon the maturity of the Facility 1 Loans and Facility 1 Acceptance Obligations (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a) or otherwise), all amounts in the Facility 1 Settlement Account and all amounts received by the Agent from the Warehousing Collateral Agent under the Warehousing Security Agreement shall be disbursed by the Agent as follows: first, ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under the Loan Documents or otherwise payable to one or more of them under the Cash Collateral Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default, or otherwise payable to it in its sole discretioncapacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; fourth, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); fifth, ratably to the Facility 1 Lenders in accordance with the amount of interest and Fees on the Facility 1 Loans due to such order Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 1 Loans due hereunder; sixth, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to repay all outstanding Facility 1 Loans; seventh, ratably to all of the Facility 2 Lenders in accordance with their respective unpaid Obligations relating to Facility 2 Loans, to pay all of their remaining unpaid Obligations relating to Facility 2 Loans; and eighth, provided no Obligations remain unpaid to the Borrowers by transfer to such account as it the Borrowers may choosedirect in writing for such purpose.
(i) Upon the maturity of the Facility 2 Loans (whether upon acceleration, apply upon any payment date that the Facility 2 Commitments are terminated pursuant to interestSection 2.7(b) or otherwise), principal and/or lawful charges all amounts received by the Agent from the Servicing Collateral Agent under the Servicing Security Agreement shall be disbursed by the Agent as follows: first, ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses then accrued. The Borrower will receive immediate credit reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under the Loan Documents or otherwise payable to one or more of them under the Cash Collateral Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to the Facility 2 Lenders in accordance with the amount of interest on and Fees with respect to the Facility 2 Loans due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 2 Loans due hereunder; fourth, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay all outstanding Facility 2 Loans; fifth, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; sixth, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments received during in accordance with 2.11(a)(ii)); seventh, ratably to all of the Lender's normal banking hours if made Facility 1 Lenders in cashaccordance with their respective unpaid Obligations relating to Facility 1 Loans, immediately available fundsto repay all of their remaining unpaid Obligations relating to Facility 1 Loans; and eighth, or provided no Obligations remain unpaid, to the Borrowers by debit transfer to available balances such account as the Borrowers may direct in an account at writing for such purpose.
(j) [Reserved]
(k) Upon the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes maturity of the Lender Loans and all other Obligations pursuant to charge Section 6.1, all amounts in any account of the Borrower maintained with the Lender for any Agent and all amounts (other than the amounts referred to in subsections (h) and (i) above) received by the Agent on account of principalthe Obligations shall be disbursed by the Agent as follows: first, interest, taxes, duties, or other charges or ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under this Agreementthe Loan Documents; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans and to repay the principal of all outstanding Swing-Line Loans; fourth, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); fifth, ratably to the Lenders in accordance with the amount of such payment subject interest and Fees due to availability of collected balances each Lender, to pay all accrued and unpaid interest and Fees due hereunder; sixth, ratably to the Lenders in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower accordance with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONSaggregate principal amounts of their respective outstanding Loans, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIESto repay all outstanding Loans; seventh, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSONratably to the Lenders in accordance with their respective unpaid Obligations, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, to pay all such taxesremaining unpaid Obligations; and eighth, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 P.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes provided that the Agent and each Lender shall use reasonable efforts to furnish Borrower notice of the imposition of any Taxes as soon as practicable thereafter; provided, however, that no delay or failure to -------- ------- furnish such notice shall in any event release or discharge Borrower from its obligations to the Agent or such Lender pursuant to Section 3.07(b) or otherwise result in any liability of the Agent or such Lender.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required -------- ------- to furnish a form under this paragraph (ii) after the date that it becomes a Lender hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(iii) Borrower willshall also reimburse each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of such Lender or its applicable Lending Office pursuant to the laws of the Lenderjurisdiction in which the principal executive office or the applicable Lending Office of such Lender is located) as such Lender shall determine are payable by such Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of such Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(c)(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Swing Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Credit Agreement (Krystal Company)
Payments Etc. All payments under this Agreement will be made in immediately available funds, and will be applied first You agree to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account pay at the Lender; time indicated in each Invoice all payments due from you thereunder. If not otherwise indicated in the Invoice, all payments will be credited after clearance through normal banking channelsare due thirty (30) days from invoice. The Borrower authorizes the Lender You agree to charge any accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) purchase price of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for Products or MDSA software or on account of any present your acquisition or future ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, duties export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the MDSA software, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes. You agrees that Service Provider and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Invoice. You agrees that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Service Provider is authorized to execute and file financing statement or other charges levied or imposed on this recordings in order to document the security interest. In the event that you default in any of the terms and conditions of the MDSA Access Agreement, the Notesincluding these Terms of Purchase and Use and any Invoices completed and approved thereunder, the Loans or the proceedsa petition for bankruptcy is filed by or against you, the Lender or the Borrower by any government or political subdivision thereof. The Borrower willthen, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Service Provider's agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Service Provider's exercise of such right. Service Provider shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Service Provider of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or (c) To terminate this Agreement as to any or all of the Invoices. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Appears in 1 contract
Sources: Mdsa Access Agreement
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the respective Lenders, not later than 1:00 P.M. (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office.
(b) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 2.09), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless each Lender and reimburse each Lender upon written request for the amount of any Taxes so levied or imposed and paid by Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes.
(c) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this Agreementparagraph (c) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(d) Subject to Section 2.07(a), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Notesdue date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the Loans or applicable rate during such extension.
(e) All computations of interest and fees shall be made on the proceeds, basis of a year of 360 days for the Lender or actual number of days (including the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by SunTrust of an interest rate hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without demand, defense, set-off or counterclaim to the Agent, not later than 3:00 p.m. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds to the Agent at the Agent's Lending Office. The Agent shall then pay to each Lender that Lender's Pro Rata Share of said payment.
(a) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed (other than excluded Taxes based on income as set forth above), with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of any Lender) so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes; Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form PROVIDED, HOWEVER, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, shall promptly upon written request of Borrower, so inform Borrower in writing.
(a) Subject to Section 4.4(a)(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(a) All computations of interest and interest, fees shall be made on the basis of a year of 360 days based on the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5.computed on the basis of days elapsed)
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall, except as set forth in the definition of Interest Period, be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On 364-Day Loans and Tranche A Term Loans, all computations of interest and fees shall be made on the basis of a year of 360 days for the actual number of days; on all Tranche B Term Loans, all computations of interest and fees shall be made on the basis of a year of 360 days consisting of twelve 30 day months. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such taxes, duties or other charges in addition Loan to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the Lender's income first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the extent required Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. All payments under this Agreement will hereunder shall be made in immediately available funds, and will shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuingoccurs, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will shall receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreementhereunder, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will shall be made in immediately available funds and shall be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT HEREUNDER UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL SHALL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the NotesPledge Agreement, the Note, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, shall upon request of the Lender, Lender pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5income.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Community Bancorp /Ca/)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at its Payment Office or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsRevolving Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseRevolving Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.08), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence Of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 3.05
(a) (ii), whenever any payment to be made hereunder or under any Revolving Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Revolving Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at its Payment Office or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsRevolving Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseRevolving Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.08), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence Of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 3.05(a)(ii), whenever any payment to be made hereunder or under any Revolving Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Revolving Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. (a) All payments under this Agreement will shall be pro rated among the Lenders in accordance with their Percentages and, shall be made by Borrower, without defense, setoff, or counterclaim, to Agent not later than 12:00 noon (Chicago time) on the date when due and shall be made in Dollars in immediately available fundsfunds at the Payment Office and any funds received by Agent after such time shall, for all purposes of this Agreement, be deemed to have been paid on the next succeeding Business Day. Agent shall thereafter cause to be distributed to the Lenders, on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to cause such funds to be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such Lender on such amounts at the Federal Funds Rate.
(b) Whenever any payment to be made hereunder or under the Promissory Notes shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (unless a Eurodollar Rate Interest Period expires on the next preceding Business Day pursuant to Section 2.7(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension.
(c) All computations of interest on the Advances and fees due under Sections 2.19(b) and (c) shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by Agent of an interest rate or fee hereunder shall, except for patent error, be final, conclusive, and will binding upon Borrower for all purposes.
(d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied first as follows:
(a) first, to fees, expenses, costs and other similar amounts then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest and then on the outstanding Advances, (c) third, to principal; howeverthe payment of principal due in the month in which the payment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of the outstanding Advances in the inverse order of maturity. Any prepayment of Advances shall not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default occurs has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Lender mayLoan Documents in such order as Agent shall determine, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.
Appears in 1 contract
Sources: Credit Agreement (G Reit Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, for the account of and distribution of the respective Pro Rata Share to each Lender except in the case of payments made under Section 4.05(d), which shall be made solely to Agent, not later than 11:00 A.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in Section 4.07(b)(iii) hereof, (A) any Taxes imposed on the overall net or payable under this Agreementgross income of the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders, (B) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders (other than the state of Tennessee), but only where such franchise or similar taxes are imposed in lieu of Taxes on the overall net or gross income of the Lenders, and (C) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the state of Tennessee). If any Taxes are so levied or imposed, Nels▇▇ ▇▇▇ees (I) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (II) to make such withholding or other charges deduction, and (III) to pay the full amount deducted to the relevant authority in accordance with applicable law. Nels▇▇ ▇▇▇l furnish to the Agent and each Lender, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Nels▇▇. ▇▇ls▇▇ will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower by any government or political subdivision thereof. The Borrower willAgent, upon request of the Lenderabsent manifest error, pay shall be final, conclusive and binding for all such taxespurposes.
(ii) Notwithstanding Section 4.07(b)(i), duties or other charges in addition to principal and interestNels▇▇ shall be entitled, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent it is required to do so by law, to deduct or withhold income or other similar Taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender other than a Lender who (A) is a domestic corporation (as such term is defined in Section 7701 of the Tax Code) for federal income tax purposes, or (B) has the Prescribed Forms on file with Nels▇▇ ▇▇▇ the applicable year to the extent deduction or withholding of such Taxes is not required as a result of the filing of such Prescribed Forms, provided that if Nels▇▇ ▇▇▇ll so deduct or withhold any such Taxes, it shall provide a statement to the Agent and such Lender setting forth the amount of such Taxes so deducted or withheld, the applicable rate and any other information or documentation that such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the Taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax.
(iii) Nels▇▇ ▇▇▇ll also reimburse the Agent and each Lender, upon written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall gross or net income of the Agent or such Lender pursuant to the laws of the jurisdictions with taxing authority over Agent or such Lender) as the Agent or such Lender shall determine are payable by the Agent or such Lender in respect of amounts paid by or on behalf of Nels▇▇ ▇▇ or on behalf of the Agent or such Lender pursuant to Section 4.07(b)(i).
(c) Subject to Section 4.04(b), whenever any payment to be made hereunder or under Section 3.5any Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Nels▇▇ ▇▇ the Agent in accordance with the terms of this Agreement shall, as to Nels▇▇, ▇▇nstitute payment to the Lenders under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Nelson Thomas Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 PM (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at its Payment Office.
(i) All such payments shall be made free and clear of and without set-off, and will be applied first to accrued interest and then to principal; however, if an Event deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of any Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Administrative Agent, the Issuer and each Lender and reimburse the Administrative Agent, the Issuer and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent, the NotesIssuer or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender, the Loans Issuer or the proceedsAdministrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Administrative Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Administrative Agent, the Issuer and each Lender, upon written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the Administrative Agent, the Issuer or such Lender or its applicable Lending Office pursuant to the Borrower by any government or political subdivision thereof. The Borrower will, upon request laws of the Lenderjurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent, pay all the Issuer or such taxesLender is located) as the Administrative Agent, duties the Issuer or other charges such Lender shall determine are payable by the Administrative Agent, the Issuer or such Lender in addition respect of amounts paid by or on behalf of Intermet to principal or on behalf of the Administrative Agent, the Issuer or such Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(b)(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Intermet to the Administrative Agent in accordance with the terms of this Agreement shall, as to Intermet, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Intermet Corp)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 12:00 noon (Florida time) on the date when due and shall be made in Dollars in immediately available funds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Competitive Bid Lenders shall be made without defense, set-off or counterclaim to the Administrative Agent or respective Competitive Bid Lender at its Payment Office not later than 12:00 noon (local time for the Administrative Agent or such Competitive Bid Lender, whichever is applicable) on the date when due and in immediately available funds, and will be applied first to accrued interest and then to principal; howeveror, if an Event the Borrower elects to make payment directly to the Competitive Bid Lender, at any other location of Default occurs the Competitive Bid Lender as the Competitive Bid Lender may specify in writing to Borrower not later than Noon (local time for the Competitive Bid Lender) on the Business Day such payment is due.
(i) All such payments shall be made free and is continuingclear of and without deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of any Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any such Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, Taxes (including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.additional sums payable under
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Office Depot Inc)
Payments Etc. All payments under 19.1 In this Agreement will clause 19, "Payment Account" means:
19.1.1 if the relevant payment is to be made to the Seller, (unless otherwise agreed in immediately available funds, and will be applied first to accrued interest and then to principal; however, if an Event respect of Default occurs and is continuing, such payment) the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any client account of the Borrower maintained Seller's Lawyers at: Bank: Barclays Bank Plc Account number: ▇▇▇▇▇▇▇▇ IBAN: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ BIC/SWIFT: ▇▇▇▇▇▇▇▇ Account name: DLA Piper US Dollar Client a/c
19.1.2 if the relevant payment is to be made to the Purchaser at: Bank: ▇▇▇▇▇ Fargo Bank Account number: 2100016971458ABA number: ▇▇▇▇▇▇▇▇▇Swift address: ▇▇▇▇▇▇▇▇ Account name: Comverse, Inc.
19.2 Any payment to be made to the Seller or the Purchaser under this agreement shall be effected by transfer through a UK clearing bank of immediately available funds to the Payment Account. The Seller's Lawyers and the Purchaser's Lawyers are irrevocably and unconditionally authorised to receive any amount paid to them in accordance with this clause 19. Receipt of such amount in their client account shall be an effective discharge of the Lender for relevant party's obligation to pay (or to procure the payment of) such amount, and such party shall not be concerned to see to the application of it.
19.3 If requested, the Purchaser shall provide to the Seller, as soon as reasonably practicable, any amounts and all evidence of principalthe origin of the funds used to meet its obligations to pay (or to procure the payment of) any amount under any Transaction Document.
19.4 Unless otherwise expressly provided in this agreement, interestthe Purchaser shall pay, taxesand shall procure that the Purchaser Group pays, duties, or other charges or all amounts due or payable to the Seller under this Agreementagreement in full, with without any set-off, counterclaim, deduction or withholding. Table of Contents
19.5 Unless otherwise expressly provided in this agreement, if any amount payable to the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for Seller under this agreement is not paid before or on account of any present the due date for payment, then interest shall also be paid on that amount from (and including) the due date for payment to (but excluding) the date it is paid (whether before or future taxesafter judgment) at the Interest Rate accruing on a daily basis, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5compounded monthly.
Appears in 1 contract
Sources: Agreement Relating to the Sale and Purchase of Acision Global Limited (Xura, Inc.)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement, the Letter of Credit Agreement, and the other Credit Documents, other than the payments specified in Section 5.07(a)(ii) below, shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 11:00 A.M. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement will with respect to the Multicurrency Revolving Loans and the fees payable to the Multicurrency Agent pursuant to Section 5.05(c), (d) and (e), shall be made without defense, set-off or counterclaim to the Multicurrency Agent at the applicable Payment Office not later than 11:00 A.M. (Eastern time, in the case of such Agent, or 11:00 A.M. local time in the case of the applicable FC Bank, as the case may be) on the date when due and in immediately available funds in the applicable Currency, or at any other location of the Multicurrency Agent as the Multicurrency Agent may specify in writing to the Borrowers not later than Noon (Eastern time) on the Business Day prior to the Business Day such payment is due. All payments of principal and interest with respect to the Multicurrency Syndicated Loans shall be made in immediately available funds, the Currency in which the related Borrowing was made.
(i) Any and will be applied first to accrued interest and then to principal; however, if an Event all payments by the Borrowers hereunder or under the Notes or the Letter of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will Credit Agreement shall be made free and clear of and without deduction for or on account of any and all present or future taxes, duties levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Lender's appropriate Lending Office or any political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by any Borrower hereunder, other than the United States of America, the United Kingdom, or The Netherlands or any political subdivi- sion of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the juris- diction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or ad- ministration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 5.07(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or the Letter of Credit Agreement to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be neces- sary so that after making all required deductions (including de- ductions with respect to Taxes owed by such Lender on the Gross- - 66 - up Amount payable under this Section 5.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other charges levied authority in accordance with applicable law.
(ii) Each Borrower will indemnify each Lender for the full amount of Taxes (together with any Taxes or imposed Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 5.07(b)(i) or on the indemnification payments made by a Borrower under this Section 5.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of any Borrower's payment of Taxes, such Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes, and the Loans Letter of Credit Agreement free from withholding of United States Federal income tax; provided, that if the Form 4224 or Form 1001, as the proceedscase may be, the supplied by a Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, pay all such taxesLender shall, duties within 15 days after a written request from Interface, deliver to Interface the forms or other charges in addition documents necessary to principal and interestestablish a complete exemption from United States withholding tax as of such date; - 67 - (B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, including without limitation all documentary stamp and intangible taxesit shall, at the same time or reasonably promptly thereafter (but excluding income taxes based solely on the Lender's income only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or
(2) otherwise, three (3) accurate and complete signed originals of Form 1001; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement, the Notes, and the Letter of Credit Agreement free from withholding of United States Federal income tax.
(v) Each Multicurrency Lender hereby agrees that:
(A) it shall, prior to the time it becomes a Multicurrency Syndicated Lender hereunder, deliver to Interface with respect to each of its Lending Offices, duly completed forms, or other evidence reasonably satisfactory to Interface, establishing that such Multicurrency Syndicated Lender, on the date of delivery thereof, is entitled to receive (i) payments of principal, interest and fees for the account of such Lending Office under this Agreement and the Notes without deduction and free from withholding of any income taxes imposed by The Netherlands, and (ii) payments of fees for the account of such Lending Office under this Agreement without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms or other evidence supplied by the Multicurrency Syndicated Lender fail to establish such a complete exemption from withholding tax of The Netherlands, or such a complete exemption from withholding tax of the United Kingdom with respect to payment of fees hereunder, as of the date such Multicurrency Syndicated Lender becomes a Multicurrency Syndicated Lender, such Multicurrency Syndicated Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish such complete exemption from withholding tax as of such date;
(B) it shall, as soon as practicable after the date of this Agreement, file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the United Kingdom Inland Revenue establishing - 68 - that such Multicurrency Syndicated Lender, on the date of delivery thereof, is entitled to receive payments of principal and interest for the account of its Lending Office under this Agreement and the Notes without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms supplied by the Multicurrency Syndicated Lender fail to establish a complete exemption from withholding tax of the United Kingdom as of the date of delivery thereof, such Multicurrency Syndicated Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other evidence reasonably satisfactory to Interface to establish a complete exemption from withholding tax of the United Kingdom as of such date; and
(C) if at any time the Multicurrency Syndicated Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective), deliver to Interface in replacement for the forms previously delivered by it hereun- der, such additional duly completed forms establishing that such Multicurrency Syndicated Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement free from withholding of United Kingdom or The Netherlands income tax (to the extent such forms are required under the laws of the relevant jurisdiction to es- tablish such exemption).
(vi) In addition to the documents to be furnished pursuant to Section 3.55.07(b)(iv) and (v), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement, the Notes, or the Letter of Credit Agreement. Each Lender furnishing forms to Interface pursuant to the requirements of Section 5.07(b)(iv) and (v), and this clause (vi), shall furnish copies of such forms to the Appropriate Co-Agent at the same time delivery of such forms is made to Interface.
(vii) No Borrower shall be required to pay any amounts pursuant to Section 5.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 5.07(b)(iv), and such Lender - 69 - shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by any Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not hav- ing the force of law) after the date such Lender became a Lender hereunder.
(viii) No Borrower shall be required to pay any amounts pursuant to Section 5.07(b)(i) or (ii) to any Multicurrency Syndicated Lender for the account of any Lending Office of such Lender in respect of any United Kingdom or The Netherlands withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the governments of the United Kingdom or The Netherlands, as the case may be) if the obligation to pay such additional amounts would not have arisen but for a failure by such Multicurrency Syndicated Lender to comply with its obligations under Section 5.07(b)(v), and such Multicurrency Syndicated Lender shall not be entitled to exemption from de- duction or withholding of United Kingdom or The Netherlands income tax in respect of the payment of such sum by any Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United Kingdom or The Netherlands law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations, by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Multicurrency Syndicated Lender became a Multicurrency Syndicated Lender hereunder.
(ix) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(x) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Borrowers pursuant to this Section 5.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(xi) To the extent that the payment of any Lender's Taxes by any Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to such Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to such Borrower will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to such Borrower within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 12:00 Noon (Atlanta, Georgia time ) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent not later than 11:00 A.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders or payable under this Agreementthe Issuing Bank pursuant to the laws of the jurisdiction in which the principal executive office or appropriate Lending Office of such Lender or the Issuing Bank is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent, the Co-Agent and the Issuing Bank and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent, the Co-Agent, the Issuing Bank and each Lender and reimburse the Agent, the Co-Agent, the Issuing Bank and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent, the NotesCo-Agent, the Loans Issuing Bank or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender, the Issuing Bank, the Agent or the proceedsCo-Agent absent manifest error, shall be final, conclusive and binding for all purposes provided that the Agent, the Co-Agent, the Issuing Bank and each Lender shall use reasonable efforts to furnish Borrower notice of the imposition of any Taxes as soon as practicable thereafter; provided, however, that no delay or failure to furnish such notice shall in any event release or discharge Borrower from its obligations to the Agent, the Co-Agent, the Issuing Bank or such Lender pursuant to Section 3.07(b) or otherwise result in any liability of the Agent, the Co-Agent, the Issuing Bank or such Lender; provided that such notice is provided to the Borrower within forty-five (45) days of such Lender or the Issuing Bank obtaining knowledge of the application of such Taxes to payments under this Agreement.
(ii) Each Lender or Issuing Bank that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender or Issuing Bank hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender or Issuing Bank shall be required to furnish a form under this paragraph (ii) after the date that it becomes a Lender or Issuing Bank hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(iii) Borrower willshall also reimburse each Lender and the Issuing Bank, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of such Lender or Issuing Bank or its respective Lending Office pursuant to the laws of the Lenderjurisdiction in which the principal executive office or the applicable Lending Office of such Lender or the Issuing Bank is located) as such Lender or the Issuing Bank shall determine are payable by such Lender or the Issuing Bank in respect of amounts paid by or on behalf of Borrower to or on behalf of such Lender or the Issuing Bank pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(c)(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Swing Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 11:00 A.M. (Eastern time) on the date when due and shall be made in Dollars in immediately available fundsfunds at its Payment Office.
(i) Any and all payments by Interface hereunder or under the Term Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the ju- risdiction of such Lender's appropriate Lending Office or any political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by Interface hereunder, other than the United States of America or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change - 27 - in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 3.07(b) as "Taxes"). If Interface shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Term Note to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 3.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) Interface shall make such deductions, and (z) Interface shall pay the full amount deducted to the relevant taxation au- thority or other authority in accordance with applicable law.
(ii) Interface will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 3.07(b)(i) or on the indemnification payments made by Interface under this Section 3.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of Interface's payment of Taxes, Interface will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and com- plete signed originals of Internal Revenue Service Form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement and the Term Notes, free from withholding of United States Federal income tax; provided, that if the Form 4224 or Form 1001, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the - 28 - date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, de- liver to Interface the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date;
(B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or
(2) otherwise, three (3) accurate and complete signed originals of Form 1001; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement and the Term Notes, free from withholding of United States Federal income tax.
(v) In addition to the documents to be furnished pursuant to Section 3.07(b)(iv), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement or the Term Notes. Each Lender furnishing forms to Interface pursuant to the requirements of Section 3.07(b)(iv) and this clause (v), shall furnish copies of such forms to the Administrative Agent at the same time delivery of such forms is made to Interface.
(vi) Interface shall not be required to pay any amounts pursuant to Section 3.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and Interface, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 3.07(b)(iv), and such Lender shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by Interface hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder.
(vii) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms - 29 - or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(viii) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Interface pursuant to this Section 3.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(ix) To the extent that the payment of any Lender's Taxes by Interface gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to Interface the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to Interface will be applied first determined from time to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, time by the relevant Lender may, in its sole discretion, which determination shall be binding and in conclusive on all parties hereto. Each such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the due and payable by such Lender to charge any account Interface within a reasonable time after the filing of the Borrower maintained with income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender for any amounts of principalis required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, interestInterface shall promptly, taxesafter notice thereof from such Lender, duties, or other charges or amounts due or payable under this Agreement, with repay to Lender the amount of such payment subject Tax Benefit previously paid to availability Interface and rescinded, disallowed or nullified. For purposes of collected balances this section, "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had Interface not been required to pay the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the LenderTaxes. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account In case of any present dispute with respect to the amount of any payment Interface shall have no right to any offset or withholding of payments with respect to future taxes, duties or other charges levied or imposed on payments due to any Lender under this Agreement, the Notes, the Loans Agreement or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5Term Notes.
Appears in 1 contract
Sources: Term Loan Agreement (Interface Inc)
Payments Etc. All payments (a) The Borrower shall make each payment under this Agreement will the Credit Documents to be made by it not later than 12:00 P.M. (local time at the place of payment) on the day when due in the Applicable Currency to the Agent at the Agent's applicable Payment Office in immediately available funds. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other payments hereunder shall be Dollars. The Agent shall promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) to the Banks for the account of their respective Applicable Lending Offices, and will 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, in each case to be applied first in accordance with the terms of this Agreement. In no event shall any Bank be entitled to accrued share any fees paid to the Agent pursuant to Section 2.3(b) or any other fee paid to the Agent, as such.
(b) Whenever any payment under the Credit Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest and then or fee, as the case may be.
(c) Unless the Agent shall have received notice from the Borrower prior to principal; however, if an Event of Default occurs and the date on which any payment is continuingdue by the Borrower to any Bank hereunder that the Borrower shall not make such payment in full, the Lender Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in its sole discretionreliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate computed on the basis of a year of 360 days for the actual number of days elapsed, with respect to an amount due in Dollars, or the Agent's cost of funds computed on the same basis as regular interest on loans Document #0021220 18 made hereunder in such Applicable Currency, with respect to an amount due in an Alternate Currency, and in if such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during amount is not repaid by the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account end of the Borrower maintained with second day after the Lender for date of the Agent's demand, the interest rates specified shall be increased by an additional 2% per annum on the third day after the date of the Agent's demand and shall remain at such increased rate thereafter.
(d) Whenever any amounts reference is made to any Bank's "ratable share" or "ratable portion" (or any similar reference) of any amount hereunder, such share or portion shall be calculated to at least eight decimal places, rounding up or down, as appropriate.
(e) Except as provided in Sections 2.1(b)(iv), 2.2(b)(v), and 2.5(c), any amount payable under the Credit Documents (including principal, interest, taxesfees, dutiesand other amounts) which is not paid when due (whether at stated maturity, by acceleration, or other charges or otherwise) shall bear interest, to the extent permitted by law, from the date on which such amount became due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to the greater of (i) the sum of the Base Rate in effect from time to time plus 2% per annum computed on the basis of a year of 365/366 days for the actual number of days elapsed, with respect to amounts due in Dollars, or payable (ii) the applicable Bank's cost of funds for the Applicable Currency plus 2% per annum computed on the same basis as regular interest on loans made hereunder in such Applicable Currency, with respect to principal and interest due on B Advances due in an Alternate Currency, and the Agent's cost of funds for the Applicable Currency plus 2% per annum computed on the same basis as regular interest on loans made hereunder in such Applicable Currency, with respect to all other amounts due in an Alternate Currency .
(f) If any sum due from the Borrower under this AgreementAgreement or any order or judgment given in relation hereto has to be converted from the currency (the "first currency") in which the same is payable hereunder or under such order or judgment into another currency (the "second currency") for the purpose of (i) making or filing a claim or proof against the Borrower with any governmental authority or in any court or tribunal or (ii) enforcing any order or judgment given in relation hereto, the Borrower shall indemnify each of the Persons to whom such sum is due against any loss actually suffered as a result of any discrepancy between (a) the rate of exchange used when restating the amount in question from the first currency into the second currency and (b) the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency with the amount second currency after receipt of such payment subject a sum paid to availability of collected balances it in the Lender's discretion; unless the Borrower instructs otherwisesecond currency in satisfaction, all Loans will be credited to an account(s) in whole or in part, of any such order, judgment, claim, or proof. The foregoing indemnity shall constitute a separate obligation of the Borrower with distinct from its other obligations hereunder and shall survive the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for giving or on account making of any present judgment or future taxes, duties order in relation to all or any of such other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5obligations.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc)
Payments Etc. All payments under this Agreement will be made (i) Except as otherwise provided in immediately available funds, and will be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account Section 1B of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwiseWarrants, all Loans will be credited payments hereunder to an account(s) of any Indemnitee or the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, Agents under the Notes, the Loans Warrants and the other Transaction Documents shall be made by the obligor without setoff, offset, deduction or counterclaim, free and clear of all Taxes, levies, imports, duties, fees and charges, and without any withholding, restriction or conditions imposed by any governmental authority. If any obligor shall be required by any law to deduct, setoff or withhold any amount from or in respect of any payment to any Purchaser hereunder or under the proceedsNotes, the Lender Warrants and the other Transaction Documents, then the amount so payable to the Purchasers shall be increased as may be necessary so that, after making all required deductions, setoffs and withholdings, the Purchasers shall receive an amount equal to the sum they would have received had no such deductions, setoffs or withholding been made.
(ii) All payments made to the Borrower Indemnitees and the Agents under the Transaction Documents by any government or political subdivision thereof. The Borrower willPerson other than Holdings will be applied in the following order and priority: (a) first, upon request to the payment of the LenderBTCO Fee, pay (b) second, to the payment of all fees, expenses and other Obligations (including attorneys' fees and other legal expenses which may be payable) other than principal or interest or premium on the Notes to any Agent under and in accordance with this Agreement or any other Transaction Document, pro rata among the Agents according to the respective amounts of such taxesitems which are payable to them, duties (c) third, to the payment of all fees, expenses and obligations (including Obligations) (including attorneys' fees and other legal expenses which may be payable) not otherwise referred to in clause (d), (e) or (f) below under and in accordance with this Agreement or any other Transaction Document, pro rata among the Purchasers according to the respective amounts of such items which are payable to them, (d) fourth, to the payment of all unpaid accrued interest on the Notes (whether or not such interest is then due and payable), on a last-accrued, first unpaid basis, pro rata among the Purchasers according to the respective amounts of unpaid accrued interest on the Notes held by each Purchaser, (e) fifth, to the payment of all unpaid principal of the Notes and, if such payment of principal occurs on or prior to the twelve-month anniversary of the date hereof, (1) to the payment of a premium on the aggregate amount of unpaid principal being concurrently paid equal to one (1%) percent of the aggregate amount of such principal amount being concurrently paid if the payment occurs on or prior to the six-month anniversary of the date hereof, or (2) .75% of the aggregate amount of such principal amount being concurrently paid if the payment occurs thereafter but on or prior to the twelve-month anniversary of the date thereof, in each case, pursuant to this clause (e), pro rata among the Purchasers according to the respective amounts of unpaid principal of the Notes held by each Purchaser and (f) sixth, to the payment of all Indemnified Liabilities owed to an Indemnitee under Section 8.18, pro rata among the Indemnitees according to the respective amounts of such items which have been payable to them. Except for payments pursuant to the unconditional guaranty that may be provided by Holdings pursuant to Section 4.10 hereof, payments made by Holdings pursuant to the Transaction Documents to which it is a party shall be made solely to support obligations and liabilities of Holdings under such Transaction Documents only and shall not be made to support any obligations or liabilities of the Company thereunder.
(iii) Each Purchaser agrees that, if such Purchaser receives a payment which is in excess of the amount which such Purchaser is entitled to receive pursuant to this Section 8.6, then such Purchaser will transfer a portion of such payment to one or more other Purchasers or other charges Persons in addition order that full effect may be given to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under this Section 3.58.6.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 PM (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at its Payment Office.
(i) All such payments shall be made free and clear of and without set-off, and will be applied first to accrued interest and then to principal; however, if an Event deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of any Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Intermet to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(b)(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Intermet to the Administrative Agent in accordance with the terms of this Agreement shall, as to Intermet, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Term Loan Agreement (Intermet Corp)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at the Payment Office of such Lender, or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsLine of Credit Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseLine of Credit Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 3.04(a)(ii), whenever any payment to be made hereunder or under any Line of Credit Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Line of Credit Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent not later than 10:00 A.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Principal Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder. If any Taxes are so levied or payable under this Agreementimposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwisenotes and other loan documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such taxes (including additional sums payable under this Section 2.13), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges levied deduction, and (C) to pay the full amount elevant author) in accordance with applicable law. The Borrower will furnish deducted to the Agent and each Lender, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the--Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes paid by the Agent or imposed on this AgreementLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes. In the event that the Agent or any Lender shall receive any refund or credit in respect of Taxes paid by the Borrower, the Agent or such Lender (as the case may be) shall promptly refund the resulting amount to the Borrower.
(ii) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (including each Lender that becomes a party to this Agreement after the date hereof, if any) agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to the Borrower and the Agent (i) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender which delivers to the Borrower and the Agent a Form 1001 or 4224 and Form W-8 and W-9 pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Agent two further copies of the said letter and Form 1001 and 4224 and Form W-8 or W-9, or successor applicable forms, or other manner or certification, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by any government it to the Borrower, and such extensions or political subdivision thereof. renewals thereof as may reasonably be requested by the Borrower.
(iii) The Borrower willshall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the Agent or such Lender pursuant to the laws of the jurisdictions with taxing authority over Agent or such Lender) as the Agent or such Lender shall determine are payable by the Agent or such Lender in respect of amounts paid by or on behalf of any Borrower to or on behalf of the Agent or such Lender pursuant to Section 2.13(b)(i).
(c) Subject to Section 2.7(b), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the Business Day immediately following such taxesday and, duties or other charges in addition with respect to principal payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest shall be calculated as to each respective Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the Agent in accordance with the terms of this Agreement shall, as the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 12:00 Noon (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Swing Rate Advances shall be calculated based on the Swing Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at the Payment Office of such Lender, or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsLine of Credit Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseLine of Credit Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; PROVIDED, HOWEVER, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(3) Subject to Section 3.04(a)(ii), whenever any payment to be made hereunder or under any Line of Credit Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(4) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Line of Credit Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(5) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at its Payment Office or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsRevolving Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseRevolving Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.08), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 3.05(a)(ii), whenever any payment to be made hereunder or under any Revolving Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Revolving Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (New York, New York time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W- 8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W- 8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay all such taxesshall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, duties or other charges the due date thereof shall, except as set forth in addition to principal and interestthe definition of Interest Period, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income be extended to the extent required under Section 3.5next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. (a) All payments under this Agreement will shall be pro rated among the Lenders in accordance with their Percentage and shall be made by Borrower, without defense, setoff, or counterclaim, to Agent not later than 12:00 noon (Chicago time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office and any funds received by Agent after such time shall, for all purposes of this Agreement, be deemed to have been paid on the next succeeding Business Day. Agent shall thereafter cause to be distributed to the Lenders, on the Business Day when paid, in like funds, their Percentage of payments so received. In the event Agent fails to cause such funds to be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such Lender on such amounts at the Federal Funds Rate.
(b) Whenever any payment to be made hereunder or under the Promissory Notes shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (unless an Interest Period expires on the next preceding Business Day pursuant to Section 2.6(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension.
(c) All computations of interest on the Loan shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by Agent of an interest rate hereunder shall, except for patent error, be final, conclusive, and will binding upon Borrower for all purposes.
(d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied first as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on the outstanding balance of the Loan, (c) third, to the payment of principal due in the month in which the payment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to principalthe unpaid principal balance of the Loan, which amount shall be allocated pro rata amongst the Mortgaged Properties based upon the portion of the unpaid principal balance of the Loan attributable to each of the Mortgaged Properties, as determined by the Agent from time to time; provided, however, if the payment of the principal balance is made pursuant to a release of a Mortgaged Property pursuant to Section 9.1, the principal payment shall first be applied towards the outstanding principal balance of the Loan attributed to such Mortgaged Property by Agent at the time of payment and any excess shall be allocated pro rata amongst any remaining Mortgaged Properties based upon the portion of the unpaid principal balance of the Loan attributable to each of such Mortgaged Properties as determined by Agent. Any prepayment of the Loan shall not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default occurs has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Lender mayLoan Documents in such order as Agent shall determine, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.
Appears in 1 contract
Sources: Credit Agreement (G Reit Inc)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement, the Letter of Credit Agreement, and the other Credit Documents, other than the payments specified in Section 4.07(a)(ii) below, shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 11:00 A.M. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement will with respect to the Multicurrency Revolving Loans and the fees payable to the Multicurrency Agent pursuant to Section 4.05(c), (d) and (e), and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made without defense, set-off or counterclaim to the Multicurrency Agent at the applicable Payment Office for the Agreed Currency not later than 11:00 A.M. (local time in the City of the applicable Payment Office) on the date when due and in immediately available funds in the applicable - 75 - Agreed Currency, or at any other location as the Multicurrency Agent may specify in writing to the Borrowers not later than Noon (Eastern time) on the Business Day prior to the Business Day such payment is due. All payments of principal and interest with respect to the Multicurrency Syndicated Loans, and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made in immediately available funds, the Agreed Currency in which the related Borrowing was made or Multicurrency Letter of Credit was issued.
(i) Any and will be applied first to accrued interest and then to principal; however, if an Event all payments by the Borrowers hereunder or under the Notes or the Letter of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will Credit Agreement shall be made free and clear of and without deduction for or on account of any and all present or future taxes, duties levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Lender's appropriate Lending Office or any political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by any Borrower hereunder, other than the United States of America, the United Kingdom, or The Netherlands or any political subdivi- sion of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the juris- diction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or ad- ministration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 4.07(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or the Letter of Credit Agreement to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be neces- sary so that after making all required deductions (including de- ductions with respect to Taxes owed by such Lender on the Gross- up Amount payable under this Section 4.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other charges levied authority in accordance with applicable law.
(ii) Each Borrower will indemnify each Lender for the full amount of Taxes (together with any Taxes or imposed Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 4.07(b)(i) or on the indemnification pay- ments made by a Borrower under this Section 4.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with - 76 - respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of any Borrower's payment of Taxes, such Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Rev- enue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and com- plete signed originals of Internal Revenue Service Form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Lender, on the date of de- livery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes, and the Loans Letter of Credit Agreement free from withholding of United States Federal income tax; PROVIDED, that if the Form 4224 or Form 1001, as the proceedscase may be, the supplied by a Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, pay all such taxesLender shall, duties within 15 days after a written request from Interface, deliver to Interface the forms or other charges in addition documents necessary to principal and interestestablish a complete exemption from United States withholding tax as of such date;
(B) if at any time such Lender changes its Lending Of- fice or selects an additional Lending Office, including without limitation all documentary stamp and intangible taxesit shall, at the same time or reasonably promptly thereafter (but excluding income taxes based solely on the Lender's income only to the extent required under Section 3.5.the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder: - 77 - (1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (New York, New York time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall, except as set forth in the definition of Interest Period, be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On Revolving Loans and Tranche A Term Loans, all computations of interest and fees (including the Commitment Fee and the Letter of Credit Fee) shall be made on the basis of a year of 360 days for the actual number of days; on all Tranche B Term Loans, all computations of interest and fees shall be made on the basis of a year of 360 days consisting of twelve 30 day months. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such taxes, duties or other charges in addition Loan to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the Lender's income first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the extent required Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, shall be made without defense, set-off or counterclaim to the Agent not later than 2:00 P.M. (Eastern time) in the case of Dollars and 2:00 P.M. (Relevant Currency Time) in the case of any Currency on the date when due and shall be made in Dollars or the applicable Currency in immediately available funds, funds at its Payment Office. All payments of principal and will interest with respect to the Multicurrency Syndicated Loans shall be applied first to accrued interest made in the Currency in which the related Borrowing was made.
(b) All such payments shall be made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxesfees or other amounts payable hereunder or thereunder (but excluding, dutiesexcept as provided in paragraph (c) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of (x) the United States, (y) the jurisdiction in which such Lender is organized, or (z) the jurisdiction in which the principal executive office or appropriate Lending Office of such Lender is located). If Borrower or other charges Person is required by applicable law to make any deduction or amounts due or payable under this Agreementwithholding of any Tax, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each ▇▇▇▇▇▇ and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or ▇▇▇▇▇▇ and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(c) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by ▇▇▇▇▇▇▇▇ hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The Borrower willincorrect in any material respect or upon the obsolescence of any previously delivered form; PROVIDED, HOWEVER, that no Lender shall be required to furnish a form under this paragraph (c) after the date that it becomes a Lender hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(d) ▇▇▇▇▇▇▇▇ shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Agent or Lender pursuant to paragraph (b) hereof.
(e) Subject to Section 3.04(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxesextension.
(f) All computations of interest and fees shall be made on the basis of a year of 360 days (or in the case of pounds sterling, duties or other charges in addition to principal and interest, 365/366 days) for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Euro Advances and Transaction Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(g) Payment by Borrower to the Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments by the Borrower to the Agent, the Co-Agent or the Banks under this Agreement, the Notes and the Depositary Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. New York City time on the date when due (and, if made after 1:00 p.m. New York City time on such date, shall be deemed to have been made on the next New York Business Day) and shall be made in lawful money of the United States of America in immediately available funds at the Agent's Payment Office.
(i) All such payments will be made in immediately available fundsfree and clear of, and will be applied first to accrued interest and then to principal; howeverwithout deduction or withholding for, if an Event any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender mayNotes, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsDepositary Agreement, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding except as provided in paragraph (iii) hereof any Taxes imposed on the overall net income of any Banks pursuant to the laws of the jurisdiction in which the principal executive office or payable under this AgreementApplicable Lending Office of such Bank is located). If any Taxes are so levied or imposed, with the Borrower agrees (a) to pay the full amount of such Taxes and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless Notes and the Borrower instructs otherwiseDepositary Agreement from the Borrower, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (b) to make such withholding or other charges deduction and (c) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent within 30 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank upon written demand for the amount of any Taxes so levied or imposed and paid by such Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Bank, or by the Agent on its behalf, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Bank that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Bank hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Bank claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence or any previously delivered form; provided, however, that no Bank shall be required to furnish a form under this Agreementparagraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Bank that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the Borrower, shall so inform the Borrower in writing.
(iii) The Borrower shall also reimburse each Bank, upon written request of such Bank, for Taxes imposed on the overall net income of such Bank or its Applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or Applicable Lending Office of such Bank is located as such Bank shall determine are payable by such Bank in respect of amounts paid by or on behalf of the Borrower to or on behalf of such Bank pursuant to paragraph (i) hereof.
(iv) If any Taxes referred to in this Section have been levied or imposed so as to require withholdings or deductions by the Borrower and payment by the Borrower of additional amounts to any Banks as a result thereof, and so long as no Event of Default has occurred and is continuing, the NotesBorrower may, in its discretion, at any time within sixty (60) days after the receipt of the certificate of such Bank (but subject to Section 3.01A(b) and 3.01A(c)): (a) (x) terminate such Bank's Revolving Credit Commitment or Commercial Paper Commitment, or both, and such Bank's entitlement to any fees accruing after such termination and (y) prepay such Bank's portion of the Series A Revolving Credit Loans or Series B Commercial Paper Loans and Series C Commercial Paper Loans (as the case may be), or both (plus all amounts payable hereunder to compensate such Bank for additional costs, reduction or payment with respect to the period prior to prepayment), together with accrued interest on the amount thereof through the date of such prepayment, or (b) provide a replacement for any such Bank. Upon any exercise of the rights described in clause (a) above, the Loans Total Revolving Credit Commitment or the proceedsTotal Commercial Paper Commitment, or both, and the Total Commitment shall be automatically and irrevocably reduced by the amount of the terminated Commitment. Any new bank provided by the Borrower shall be an Eligible Assignee, within the meaning specified in Section 15.04(b)(v), and the Bank being replaced shall assign its rights and obligations to such Eligible Assignee in accordance with the provisions of Section 15.04(a) through (e). Until any such replacement occurs, the Lender or the Borrower by any government or political subdivision thereofshall pay all additional amounts required under this Section to such Bank. The Borrower will, upon request of the Lender, shall pay all reasonable costs and expenses of effecting such taxesreplacement.
(c) Whenever any payment to be made hereunder or under the Notes shall be stated to be due on, duties or other charges in addition any notice or request is required to principal and interestbe made not later than or on, including without limitation all documentary stamp and intangible taxesa day which is not a Business Day, but excluding income taxes based solely on the Lender's income due date thereof or deadline therefor shall be extended to the extent required under next succeeding Business Day (except as otherwise provided in Section 3.53.05(ii)) and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
Appears in 1 contract
Sources: Credit Agreement (Sci Systems Inc)
Payments Etc. All (a) Subject to section 4 hereof, the unpaid balance of the Principal Amount under this Note, together with all accrued and unpaid interest and other amounts payable under this Note, shall become payable by the Borrower to the Lender on the date which is thirty (30) days following the date upon which demand is made therefor by the Lender to the Borrower.
(b) The Borrower shall have the right to pay the whole or any part of the unpaid balance of the Principal Amount outstanding under this Note from time to time, at any time, without bonus or penalty upon one (1) business day's prior written notice to the Lender and upon payment at such time of all accrued and unpaid interest and other amounts payable under this Note.
(c) Any and all payments made under this Note shall be made without set-off or counterclaim in respect of any amounts which may be owing by the Lender to the Borrower under any other agreement and shall be made free and clear of, without deduction for and on a fully indemnified basis in respect of any and all present and future taxes, fees or withholdings imposed by any taxing authority other than in respect of taxes on the net income or capital of the Lender ("Taxes").
(d) If the Borrower shall be required by law to deduct any Taxes from or in respect of any or all payments under this Agreement will Note to the Lender, (a) the payment shall be made in immediately available fundsincreased by the Borrower as may be necessary so that, after making all required deductions for such Taxes, the net amount the Lender actually receives (after Taxes) is an amount equal to the sum it would have received had no such deductions for such Taxes or other deduction been made, (b) the Borrower shall make such deductions, and will be applied first (c) the Borrower shall pay the full amount deducted to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, relevant taxation authority or other authority in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. accordance with Applicable Law.
(e) The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of shall pay any present or future stamp, documentary, excise, property or similar taxes, duties charges or other charges levied levies that arise from any payment made hereunder or imposed on from the execution, delivery or registration with respect to this AgreementNote and/or any security or instrument granted in connection herewith (hereinafter referred to as "Other Taxes").
(f) The Borrower shall indemnify the Lender for the full amount of Taxes and Other Taxes with respect to any and all payments received by the Lender under this Note. Without limitation of the foregoing, the Notes, the Loans or the proceeds, Borrower shall also indemnify the Lender on an after-tax basis for any additional taxes on income or net income that the Borrower by any government or political subdivision thereof. The Borrower will, upon request Lender may be obligated to pay as the result of the Lender, pay all such taxes, duties or other charges in addition to principal receipt of additional amounts under this paragraph (f) and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5paragraph (d) above.
Appears in 1 contract
Sources: Credit Agreement (MDC Partners Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, and will be applied first funds to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during at the Lender's normal banking hours if Lending Office.
(b) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in cashrespect of this Agreement, immediately available fundsthe Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (i) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (ii) to make such withholding or other charges deduction, and (iii) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(c) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed).
Appears in 1 contract
Sources: Revolving and Term Loan Agreement (Brown & Brown Inc)
Payments Etc. All Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, and will be applied first funds to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during at the Lender's normal banking hours if Lending Office.
(i) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in cashrespect of this Agreement, immediately available fundsthe Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(b) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(c) All computations of interest and interest, fees shall be made on the basis of a year of 365 days for the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed).
Appears in 1 contract
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 1:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Competitive Bid Lenders shall be made without defense, set-off or counterclaim to the respective Competitive Bid Lender at its Payment Office not later than 11:00 A.M. (local time for such Competitive Bid Lender) on the date when due and in immediately available funds, or at any other location of the Competitive Bid Lender as the Competitive Bid Lender may specify in writing to Borrower not later than Noon (local time for the Competitive Bid Lender) on the Business Day such payment is due.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 4.04(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Rate Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Fixed Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent or the Competitive Bid Lender of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Hughes Supply Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 12:00 noon (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office. Payments received after such time shall be deemed received on the next Business Day.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be -------- ------- required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Rotech Medical Corp)
Payments Etc. All payments under this Agreement will be made in immediately available funds, and will be applied first You agree to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account pay at the Lender; otherwise time indicated in each Order Form all payments will be credited after clearance through normal banking channelsdue from you thereunder. The Borrower authorizes the Lender You agree to charge any accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) purchase price of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for Products or SAAS Services or on account of any present your acquisition or future ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, duties export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes. You agree that Service Provider and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Order Form. You agree that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Service Provider is authorized to execute and file financing statement or other charges levied or imposed on this recordings in order to document the security interest. In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, the Notesincluding these Terms of Purchase and Use and any Order Forms completed and approved thereunder, the Loans or the proceedsa petition for bankruptcy is filed by or against you, the Lender or the Borrower by any government or political subdivision thereof. The Borrower willthen, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Service Provider's agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Service Provider's exercise of such right. Service Provider shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Service Provider of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or (c) To terminate this Agreement as to any or all of the Order Forms. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Appears in 1 contract
Sources: Saas Subscription Agreement
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 PM (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no ------------ such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required -------- ------- to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Intermet to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(ii), pay all whenever any payment to be made ---------------- hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Intermet to the Agent in accordance with the terms of this Agreement shall, as to Intermet, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Intermet Corp)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall, except as set forth in the definition of Interest Period, be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On Loans, all computations of interest and fees shall be made on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such taxes, duties or other charges in addition Loan to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the Lender's income first day thereof to but excluding the extent required under Section 3.5last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set- off or counterclaim to the Agent, not later than 11:00 A.M. (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, -------- however, that no Lender shall be required to furnish a form under this ------- paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Bid Rate Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent or the Bid Lender of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. All payments under this Agreement of Subordinated Indebtedness. The Company will be made in immediately available fundsnot, and will be applied first not permit any Guarantors to, pay, redeem, purchase, defease or otherwise satisfy in any manner any Subordinated Indebtedness in violation of any subordination terms of any Subordinated Indebtedness, except (i) refinancing of Subordinated Indebtedness in exchange for or with the net cash proceeds of any Permitted Refinancing Indebtedness in respect thereof, (ii) payments consisting of the conversion of any Subordinated Indebtedness to accrued interest Capital Stock of the Company, (iii) prepayments, redemptions, purchases, defeasances and then other payments in respect of Subordinated Indebtedness or Indebtedness that is junior to principal; however, if an Event of Default occurs and is continuing, the Lender may, Obligations so long as the the Administrative Agent consents in its sole reasonable discretion, (iv) payments, redemptions, purchases, defeasances and other payments in such order respect of Subordinated Indebtedness with proceeds from the issuance of Capital Stock of the Company, and (v) as it may choosepart of an applicable high yield discount obligation catch-up payment; provided, apply that, no Loan Party shall make any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account holder of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income Subordinated Indebtedness to the extent required under and for so long as the holder thereof purports to (or has taken steps to purport to) terminate or limit the applicable subordination agreement. For purposes of determining compliance with this Section 3.56.3, in the event that a payment (or portion thereof) meets the criteria of more than one of the categories described in clauses (i) through (iv) above, the Company will be entitled to classify such prepayment on the date of its payment such prepayment (or portion thereof) in any manner that complies with this Section 6.3 and may from time to time reclassify such prepayment (or any portion thereof) in any manner in which such item could be incurred at the time of such reclassification.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 PM (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Intermet to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Credit Agreement (Intermet Corp)
Payments Etc. (a) All payments under this Agreement will and the other Credit Documents, unless otherwise specified, shall be made without defense, set-off or counterclaim to the Agent not later than 12:00 noon (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxesfees or other amounts payable hereunder or thereunder (but excluding, dutiesexcept as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of (x) the United States, (y) the jurisdiction in which such Lender is organized, or (z) the jurisdiction in which the principal executive office or appropriate Lending Office of such Lender is located). If any Borrower or other charges Person is required by applicable law to make any deduction or amounts due or payable under this Agreementwithholding of any Tax, with the Borrowers, jointly and severally, agree (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrowers will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers. Borrowers will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrowers and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrowers hereunder) and to provide to Borrowers and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The Borrower willincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) after the date that it becomes a Lender hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(iii) Borrowers shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Borrowers to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 4.04(c)(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Transaction Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by any Borrower to the Agent in accordance with the terms of this Agreement shall, as to the Borrowers, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Dyersburg Corp)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loan shall be made without defense, set-off or counterclaim to such Lender at its Payment Office not later than 11:00 A.M. (local time for such Lender) on the date when due and in immediately available funds, or at any other location of the Lender as such Lender may specify in writing to Borrower not later than Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 4.04(a)(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Hughes Supply Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 1:00 p.m. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or any Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Discount Auto Parts Inc)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement, the Letter of Credit Agreement, and the other Credit Documents, other than the payments specified in Section 4.07(a)(ii) below, shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 11:00 A.M. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds at its Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement will with respect to the Multicurrency Syndicated Loans, and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made without defense, set-off or counterclaim to the Multicurrency Agent at the Payment Office of the Multicurrency Agent not later than 11:00 A.M. (the time of the Multicurrency Agent's Correspondent) on the date when due and in immediately available funds in the applicable Agreed Currency, or at any other location as the Multicurrency Agent may specify in writing to the Borrowers not later than Noon (Eastern time) on the Business Day prior to the Business Day such payment is due. All payments of principal and interest with respect to the Multicurrency Syndicated Loans, and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made in immediately available funds, the Agreed Currency in which the related Borrowing was made or Multicurrency Letter of Credit was issued.
(i) Any and will be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, all payments by the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable Borrowers under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans Letter of Credit Agreement and the other Credit Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the proceedscase of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the Borrower case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Lender's appropriate Lending Office or any government or political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by any Borrower hereunder, other than the United States of America, the United Kingdom, or The Netherlands or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and 57 liabilities being collectively referred to in this Section 4.07(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or the Letter of Credit Agreement to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 4.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(ii) Each Borrower will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 4.07(b)(i) or on the indemnification payments made by a Borrower under this Section 4.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of any Borrower's payment of Taxes, such Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8ECI or any successor thereto ("Form W-8ECI"), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8BEN or any successor thereto ("Form W-8BEN"); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes, and the Letter of Credit Agreement free 58 from withholding of United States Federal income tax; provided that if the Form W-8ECI or Form W-8BEN, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date;
(B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form W-8ECI; or
(2) otherwise, three (3) accurate and complete signed originals of Form W-8BEN; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement, the Notes, and the Letter of Credit Agreement free from withholding of United States Federal income tax.
(v) Each Lender hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface with respect to each of its Lending Offices, duly completed forms, or other evidence reasonably satisfactory to Interface, establishing that such Lender, on the date of delivery thereof, is entitled to receive (i) payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by The Netherlands, and (ii) payments of fees for the account of such Lending Office under this Agreement and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms or other evidence supplied by the Lender fail to establish such a complete exemption from withholding tax of The Netherlands, or such a complete exemption from withholding tax of the United Kingdom with respect to payment of fees hereunder, as of the date such Lender becomes a Lender, such Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish such complete exemption from withholding tax as of such date;
(B) it shall, as soon as practicable after the date of this Agreement, file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the United Kingdom Inland Revenue establishing that such Lender, on the date of delivery thereof, is entitled to receive payments of principal and interest for the account of its Lending Office under this Agreement, the Notes and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms supplied by the Lender fail to establish a complete exemption from withholding tax of the United Kingdom as of the date of delivery thereof, such Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other evidence reasonably satisfactory to Interface to establish a complete exemption from withholding tax of the United Kingdom as of such date; and
(C) if at any time the Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective), deliver to Interface in replacement for the forms previously delivered by it hereunder, such additional duly completed forms establishing that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement free from withholding of United Kingdom or The Netherlands income tax (to the extent such forms are required under the laws of the relevant jurisdiction to establish such exemption).
(vi) In addition to the documents to be furnished pursuant to Section 4.07(b)(iv) and (v), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement, the Notes, or the Letter of Credit Agreement. Each Lender furnishing forms to Interface pursuant to the requirements of Section 4.07(b)(iv) and (v), and this clause (vi), shall furnish copies of such forms to the Appropriate Co-Agent at the same time delivery of such forms is made to Interface.
(vii) No Borrower shall be required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 4.07(b)(iv), and such Lender shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by any Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder.
(viii) No Borrower shall be required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United Kingdom or The Netherlands withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the governments of the United Kingdom or The Netherlands, as the case may be) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 4.07(b)(v), and such Lender shall not be entitled to exemption from deduction or withholding of United Kingdom or The Netherlands income tax in respect of the payment of such sum by any Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United Kingdom or The Netherlands law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations, by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder.
(ix) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(x) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Borrowers pursuant to this Section 4.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(xi) To the extent that the payment of any Lender's Taxes by any Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to such Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to such Borrower willwill be determined from time to time by the relevant Lender in its sole discretion, upon request which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to such Borrower within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to the Borrower and rescinded, disallowed or nullified. For purposes of this section, "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had the Borrower not been required to pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income Taxes. In case of any dispute with respect to the extent required amount of any payment the Borrowers shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under Section 3.5this Agreement, the Notes, or the Letter of Credit Agreement.
(xii) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the B
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Payments Etc. All payments under this Agreement will be made in immediately available funds, and will be applied first You agree to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account pay at the Lender; time indicated in each Order Form all payments due from you thereunder. If not otherwise indicated in the Order Form, all payments will be credited after clearance through normal banking channelsare due thirty (30) days from invoice. The Borrower authorizes the Lender You agree to charge any accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) purchase price of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for Products or SAAS Services or on account of any present your acquisition or future ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, duties export or other charges import tariffs, and custom duties, however designated, levied or imposed on this based in connection with the sale conducted hereby, the purchase price of the Products and the SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes. In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, the Notesincluding these Terms of Use and any Order Forms completed and approved thereunder, the Loans or the proceedsa petition for bankruptcy is filed by or against you, the Lender or the Borrower by any government or political subdivision thereof. The Borrower willthen, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total service price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Service Provider's agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Service Provider's exercise of such right. Service Provider shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Service Provider of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or (c) To terminate this Agreement as to any or all of the Order Forms. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Appears in 1 contract
Sources: Saas Subscription Agreement
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 12:00 Noon (Atlanta, Georgia time) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.06), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, on the Closing Date and otherwise prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form W-8ECI or Form W-8BEN or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form.
(iii) Borrower willshall also reimburse the Administrative Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAdministrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.03(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Swing Rate Advances shall be calculated based on the Swing Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. (a) All payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim and, other than as specifically provided herein and payments made in respect of Swing Line Loans (as more particularly described in this clause (a)), shall be made to the Agent at its Payment Office not later than 1:00 PM (local time for the Agent) on the date when due and all payments hereunder shall be made in Dollars in immediately available funds. All payments with respect to the Swing Line Loans shall be made without defense, set-off or counterclaim to the Swing Line Lender no later than 1:00 PM (local time for the Swing Line Lender) on the date when due (with a notification of such payment to the Agent) and will shall be applied first made in Dollars in immediately available funds at the Swing Line Lender's Lending Office, as set forth on the signature pages to accrued interest this Agreement.
(i) All such payments shall be made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the 29 191 overall net income of the Lenders pursuant to the laws of the jurisdiction (national, state or payable under this Agreementlocal) in which the principal executive office or appropriate Lending Office of such Lender is located). If any such Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any such Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The A Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower willin writing.
(iii) Borrower shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction (national, pay all state or local) in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(d)(ii) and (iii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due 30 192 date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without demand, defense, set-off or counterclaim to the Agent, not later than 1:00 p.m. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds to the Agent at the Agent's Lending Office. The Agent shall then pay to each Lender that Lender's Pro Rata Share of said payment.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed (other than excluded Taxes based on income as set forth above), with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of any Lender) so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, shall promptly upon written request of Borrower, so inform Borrower in writing.
(c) Subject to Section 4.4(a)(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxesextension.
(d) All computations of interest and fees shall be made on the basis of a year of 360 days for Eurodollar Advances and 365 days for Base Rate Advances, duties or other charges in addition to principal and interest, each based on the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed)
(e) Payment by Borrower to the Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Revolving Line of Credit and Term Loan Agreement (Solar Mates Inc)
Payments Etc. All payments under this Agreement will hereunder shall be made in immediately available funds, and will shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuingoccurs, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will shall receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender ▇▇▇▇▇▇ to charge any account of the Borrower ▇▇▇▇▇▇▇▇ maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreementhereunder, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will the Loan shall be credited to an account(s) of the Borrower with the Lender▇▇▇▇▇▇. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT THE LOAN HEREUNDER UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL SHALL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING WITHOUT LIMITATION INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER ▇▇▇▇▇▇ TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans Note or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, shall upon request of the Lender, Lender pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5income.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 1:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form: provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Except as otherwise provided in Section 4.4, whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days elapsed for LIBOR Advances and 365 days for Base Rate Advances (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Able Telcom Holding Corp)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, shall be made without defense, set-off or counterclaim to the Agent not later than 12:00 noon (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, fees or other amounts payable hereunder or thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes (x) on the overall net income of the Agent or the Lenders or (y) any Taxes in the form of franchise taxes, dutiesin each case, imposed pursuant to the laws of the jurisdiction in which the principal executive office or other charges appropriate Lending Office of such Lender or amounts due the Agent is located). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted; provided that, the Notes, the Loans or the proceeds, the Borrower shall not be required to indemnify any Lender or the Agent for any Tax applicable to such Lender or the Agent on the Closing Date. A certificate as to the amount of such payment by such Lender or the Agent shall constitute prima facie evidence of the matters contained therein.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereof. The incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) after the date that it becomes a Lender hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(iii) Borrower willshall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and shall constitute prima facie evidence of the matters contained therein.
(e) Payment by the Borrower to the Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available fundsfunds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to the Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees (other than the agency fee set forth in Section 2.10(b)) with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type, and will (iii) any other amount payable to any Lender to such Lender.
(b) Whenever any payment to be applied first made hereunder or under any Note shall be stated to accrued be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.
(c) All computations of interest and then Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by the Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error.
(d) Prior to principalthe maturity of the Facility 1 Loans and Swing-Line Loans (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of Facility 1 Loans or Swing-Line Loans or under the Collateral Agreements, including amounts received by the Agent from the Facility 1 Settlement Account, and all amounts received from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, to Bankers Trust, to repay the aggregate principal amount of Swing-Line Loans outstanding on such day; howeversecond, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans to repay the aggregate principal amount of Facility 1 Loans due and payable on such day pursuant to Section 2.8; third, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to prepay outstanding Facility 1 Loans being prepaid on such day pursuant to Section 2.9; fourth, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and fifth, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default occurs has occurred and is continuing, then the Lender mayAgent shall not release any such amounts to the Servicing Agent or to the Borrowers and shall hold such amounts in the Facility 1 Settlement Account until the earlier of (x) the cure of such Potential Default or Event of Default, in its sole discretionwhich case such amounts shall be released to the Servicing Agent or to the Borrowers as described above in this subsection (d), or (y) the acceleration of the Facility 1 Loans or Swing-Line Loans, in which case such amounts shall be disbursed in accordance with Section 2.11(h).
(e) Prior to the maturity of the Facility 2 Loans (whether upon acceleration, upon any date that the Facility 2 Commitments are terminated pursuant to Section 2.7(b), or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of Facility 2 Loans or in respect of Eligible REO Property mortgaged to the Secured Parties or from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay the aggregate principal amount of Facility 2 Loans due and payable on such day pursuant to Section 2.8; second, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to prepay outstanding Facility 2 Loans being prepaid on such day pursuant to Section 2.9; third, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and fourth, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default has occurred and is continuing, then the Agent shall not release any such amounts to the Servicing Agent or to the Borrowers and shall hold such sums as cash collateral until the earlier of (x) the cure of any Potential Default or Event of Default, in which case such amounts shall be released to the Servicing Agent or to the Borrowers as described in this subsection (e), or (y) the acceleration of the Facility 2 Loans, in which case such amounts shall be disbursed in accordance with Section 2.11(h).
(f) Upon the maturity of the Facility 1 Loans (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received by the Agent hereunder in respect of principal of Facility 1 Loans or Swing-Line Loans or under the Collateral Agreements, including amounts received by the Agent from the Facility 1 Settlement Account, and all amounts received from the Servicing Agent in such order respect of the Servicing Collateral, shall be disbursed by the Agent as it may choosefollows: first, apply any payment to interestthe Collateral Agent in accordance with the amounts due to the Collateral Agent, principal and/or lawful charges to reimburse the Collateral Agent for all fees, costs and expenses then accrued. The Borrower will receive immediate credit on payments received during reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Lender's normal banking hours if made Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in cash, immediately available fundsconnection with a Potential Default or an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; fourth, ratably to the Facility 1 Lenders in accordance with the amount of interest and Fees on the Facility 1 Loans due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 1 Loans due hereunder; fifth, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to repay all outstanding Facility 1 Loans; sixth, ratably to all of the Facility 2 Lenders in accordance with their respective unpaid Obligations relating to Facility 2 Loans, to pay all of their remaining unpaid Obligations relating to Facility 2 Loans; seventh, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and eighth, provided no Obligations remain unpaid to the Borrowers by debit transfer to available balances such account as the Borrowers may direct in writing for such purpose.
(g) Upon the maturity of the Facility 2 Loans (whether upon acceleration, upon any date that the Facility 2 Commitments are terminated pursuant to Section 2.7(b), or otherwise), all amounts received by the Agent hereunder in respect of principal of Facility 2 Loans or in respect of Eligible REO Property mortgaged to the Secured Parties or from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the amounts due to the Collateral Agent, to reimburse the Collateral Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to the Facility 2 Lenders in accordance with the amount of interest on and Fees with respect to the Facility 2 Loans due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 2 Loans due hereunder; fourth, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay all outstanding Facility 2 Loans; fifth, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; sixth, ratably to all of the Facility 1 Lenders in accordance with their respective unpaid Obligations relating to Facility 1 Loans, to repay all of their remaining unpaid Obligations relating to Facility 1 Loans; seventh, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and eighth, provided no Obligations remain unpaid, to the Borrowers by transfer to such account at as the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes Borrowers may direct in writing for such purpose.
(h) Upon the Lender maturity of the Loans and all other Obligations (whether upon acceleration, upon any date that the Commitments are terminated pursuant to charge Section 2.7, or otherwise), all amounts in any account of the Borrower maintained with the Lender for any Agent and all amounts (other than the amounts referred to in subsections (f) and (g) above) received by the Agent on account of principalthe Obligations shall be disbursed by the Agent as follows: first, interest, taxes, duties, or other charges or to the Collateral Agent in accordance with the amounts due to the Collateral Agent, to reimburse the Collateral Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under this the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans and to repay the principal of all outstanding Swing-Line Loans; fourth, ratably to the Lenders in accordance with the amount of such payment subject interest and Fees due to availability each Lender, to pay all accrued and unpaid interest and Fees due hereunder; fifth, ratably to the Lenders in accordance with the aggregate principal amounts of collected balances their respective outstanding Loans, to repay all outstanding Loans; sixth, ratably to the Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; seventh, if a Servicing Event of Default has occurred and is continuing, to the Lender's discretion; unless the Borrower instructs otherwise, all Loans will Servicing Agent to be credited to an account(s) disbursed in accordance with Section 2.11 of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONSServicing Credit Agreement; and eighth, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, for the account of and distribution of the respective Pro Rata Share to each Lender except in the case of payments made under Section 3.05(c), which shall be made solely to Agent, not later than 11:00 A.M. (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsRevolving Credit Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in Section 3.07(b)(iii), (A) any Taxes imposed on the overall net or payable under this Agreementgross income of the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders, (B) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the jurisdictions with taxing authority over such Lenders (other than the state of Tennessee), but only where such franchise or similar taxes are imposed in lieu of Taxes on the overall net or gross income of the Lenders, and (C) any franchise or similar taxes imposed on the Lenders pursuant to the laws of the state of Tennessee). If any Taxes are so levied or imposed, ▇▇▇▇▇▇ agrees (I) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseRevolving Credit Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (II) to make such withholding or other charges deduction, and (III) to pay the full amount deducted to the relevant authority in accordance with applicable law. ▇▇▇▇▇▇ will furnish to the Agent and each Lender, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by ▇▇▇▇▇▇. ▇▇▇▇▇▇ will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower by any government or political subdivision thereof. The Borrower willAgent, upon request of the Lenderabsent manifest error, pay shall be final, conclusive and binding for all such taxespurposes.
(ii) Notwithstanding Section 3.07(b)(i), duties or other charges in addition to principal and interest▇▇▇▇▇▇ shall be entitled, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent it is required to do so by law, to deduct or withhold income or other similar Taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender other than a Lender who (A) is a domestic corporation (as such term is defined in Section 7701 of the Tax Code) for federal income tax purposes, or (B) has the Prescribed Forms on file with ▇▇▇▇▇▇ for the applicable year to the extent deduction or withholding of such Taxes is not required as a result of the filing of such Prescribed Forms, provided that if ▇▇▇▇▇▇ shall so deduct or withhold any such Taxes, it shall provide a statement to the Agent and such Lender setting forth the amount of such Taxes so deducted or withheld, the applicable rate and any other information or documentation that such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the Taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax.
(iii) ▇▇▇▇▇▇ shall also reimburse the Agent and each Lender, upon written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall gross or net income of the Agent or such Lender pursuant to the laws of the jurisdictions with taxing authority over Agent or such Lender) as the Agent or such Lender shall determine are payable by the Agent or such Lender in respect of amounts paid by or on behalf of ▇▇▇▇▇▇ to or on behalf of the Agent or such Lender pursuant to Section 3.07(b)(i).
(c) Subject to Section 3.04(b), whenever any payment to be made hereunder or under Section 3.5any Revolving Credit Note shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Revolving Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by ▇▇▇▇▇▇ to the Agent in accordance with the terms of this Agreement shall, as to ▇▇▇▇▇▇, constitute payment to the Lenders under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Nelson Thomas Inc)
Payments Etc. All Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, and will be applied first funds to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise ’s Lending Office.
(i) All such payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account made free and clear of the Borrower maintained with the Lender and without deduction or withholding for any amounts Taxes in respect of this Agreement, the Notes or other Credit Documents, or any payments of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes are so levied or payable under this Agreementimposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(b) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(c) All computations of interest and interest, fees shall be made on the basis of a year of 365 days for the actual number of days elapsed (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed).
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 11:00 a.m. (local time for the Administrative Agent) on the date when due and shall be made in Dollars (except with respect to Multicurrency Loans) in immediately available fundsfunds at the respective Payment Office. Payments with respect to Multicurrency Loans shall be made in the currency in which such Loans were made, in immediately available funds at the respective Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except in the case of the computation of interest on Multicurrency Loans made in United Kingdom Pounds Sterling, in which case interest shall be computed on the basis of a year containing 365 days for the actual number of days (including the first day but excluding the last day) occurring in the Interest Period for which such interest is payable. Interest on Base Rate Advances for any Interest Period during which the Base Rate Option has been selected shall be calculated based on the Base Rate from and including the date of such Advance or Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances and Multicurrency Loans for any Interest Period during which the LIBOR Option has been selected shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) All Swing Line Advances shall be paid without notice to the Administrative Agent one (1) Business Day after the date made.
(f) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Planet Hollywood International Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 11:00 a.m. (local time for the Agent) on the date when due and shall be made in Dollars (except with respect to Multicurrency Loans) in immediately available fundsfunds at the respective Payment Office. Payments with respect to Multicurrency Loans shall be made in the currency in which such Loans were made, in immediately available funds at the respective Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to, Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 4.4(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except in the case of the computation of interest on Multicurrency Loans made in United Kingdom Pounds Sterling, in which case interest shall be computed on the basis of a year containing 365 days for the actual number of days (including the first day but excluding the last day) occurring in the Interest Period for which such interest is payable. Interest on Base Rate Advances and Term Loans for any Interest Period during which the Base Rate Option has been selected shall be calculated based on the Base Rate from and including the date of such Advance or Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances, Multicurrency Loans and Term Loans for any Interest Period during which the LIBOR Option has been selected shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Planet Hollywood International Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Lender, not later than 2:00 P.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office.
(b) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsRevolving Note or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseRevolving Note and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, the Notes, the Loans or the proceeds, and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Borrower amount of such payment by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay absent manifest error, shall be final, conclusive and binding for all purposes.
(c) Subject to Section 3.04(b), whenever any payment to be made hereunder or under the Revolving Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Revolving Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof.
Appears in 1 contract
Sources: Bridge Revolving Credit Agreement (Hughes Supply Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 PM (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at its Payment Office.
(i) All such payments shall be made free and clear of and without set-off, and will be applied first to accrued interest and then to principal; however, if an Event deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of any Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Administrative Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay all such taxes, duties or other charges shall so inform the Borrower in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5writing.
Appears in 1 contract
Sources: Term Loan Agreement (Intermet Corp)
Payments Etc. All payments under this Agreement will hereunder shall be made in immediately available funds, and will shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuingoccurs, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will shall receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will shall be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreementhereunder, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will shall be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT HEREUNDER UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL SHALL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING WITHOUT LIMITATION INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will shall be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans Note or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, shall upon request of the Lender, Lender pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5income.
Appears in 1 contract
Sources: Master Note (Arnold Palmer Golf Co)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 12:00 noon (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be -------- ------- required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay all with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances or BA Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Rotech Medical Corp)
Payments Etc. All (i) Any and all payments by the Company hereunder or under this Agreement will the Notes shall be made in immediately available funds, free and will be applied first to accrued interest clear of and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any and all present or future taxes, duties levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Purchaser, taxes imposed on or measured by its net income, net profits, and franchise taxes (all such excluded net income taxes, taxes on net profits and franchise taxes, collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 3.7 as "Taxes"). If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Purchaser, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Purchaser on the Gross-up Amount payable under this Section 3.7 such Purchaser receives an amount equal to the sum it would have received had no such deductions been made, (y) the Company shall make such deductions, and (z) the Company shall pay the full amount deducted to the relevant taxation authority or other charges levied authority in accordance with applicable law.
(ii) The Company will indemnify each Purchaser for the full amount of Taxes (together with any Taxes or imposed Excluded Taxes owed by such Purchaser applicable to the Gross-up Amount payable under clause (x) of Section 3.7(i) or on the indemnification payments made by the Company under this AgreementSection 3.7(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Purchaser for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) days from the date such Purchaser makes written demand therefor. Within thirty (30) days after the date of the Company's payment of Taxes, the NotesCompany will furnish to the relevant Purchaser, at its appropriate lending office, the Loans original or the proceeds, the Lender or the Borrower by any government or political subdivision a certified copy of a receipt evidencing payment thereof. The Borrower willIn the event a Purchaser receives a refund of, or credit with respect to, any Taxes or Excluded Taxes paid by the Company pursuant to this Section 3.7, such Purchaser shall pay the amount of such refund or credit to the Company within thirty (30) days of receipt of such refund or application of such credit.
(iii) Each Purchaser that is not a "United States Person" (as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Purchaser hereunder, deliver to the Company:
(1) for each lending office located in the United States, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8ECI or any successor thereto ("Form W-8ECI"), and/or
(2) for each lending office located outside the United States, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8BEN or any successor thereto ("Form W-8BEN"); in each case indicating and establishing that such Purchaser, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such lending office under this Agreement and the Notes are free from withholding of any United States Federal income tax; provided, that if the Form W-8ECI or Form W-8BEN, as the case may be, supplied by a Purchaser fails to establish a complete exemption from United States withholding tax as of the date such Purchaser becomes a Purchaser, such Purchaser shall, within 15 days after a written request from the Company, deliver to the Company the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date;
(B) if at any time such Purchaser changes its lending office or selects an additional lending office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective or do not meet the requirements of Section 3.7(iii)(A) deliver to the Company in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional applicable lending office located in the United States of America, three (3) accurate and complete signed originals of Form W-8ECI; or
(2) otherwise, three (3) accurate and complete signed originals of Form W-8BEN; in each case indicating and establishing that such Purchaser is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional lending office under this Agreement and the Notes are free from withholding of any United States Federal income tax.
(iv) In addition to the documents to be furnished pursuant to Section 3.7, each Purchaser shall, promptly upon the reasonable written request of the LenderCompany, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income deliver to the extent Company and such other accurate and complete forms or similar documentation as such Purchaser is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Purchaser's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under Section 3.5this Agreement and the Notes.
(v) Each Purchaser shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by the Company pursuant to this Section
Appears in 1 contract
Sources: Subordinated Note and Warrant Purchase Agreement (Conso International Corp)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (New York, New York time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay all shall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall, except as set forth in the definition of Interest Period, be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition extension.
(d) All computations of interest and fees (including the Commitment Fee) shall be made on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Loans shall be calculated based on the Base Rate from and including the date of such Loan to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely the date of the repayment or conversion thereof. Interest on Eurodollar Loans shall be calculated as to each Interest Period from and including the Lender's income first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by the Borrower to the extent required Agent in accordance with the terms of this Agreement shall, as to the Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 12:00 noon (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Competitive Bid Lenders shall be made without defense, set-off or counterclaim to the Administrative Agent or respective Competitive Bid Lender at its Payment Office not later than 12:00 noon (local time for the Administrative Agent or such Competitive Bid Lender, whichever is applicable) on the date when due and in immediately available funds, and will be applied first to accrued interest and then to principal; howeveror, if an Event the Borrower elects to make payment directly to the Competitive Bid Lender, at any other location of Default occurs the Competitive Bid Lender as the Competitive Bid Lender may specify in writing to Borrower not later than Noon (local time for the Competitive Bid Lender) on the Business Day such payment is due.
(i) All such payments shall be made free and is continuingclear of and without deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of any Lender pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any such Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 4.7), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower by Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any government jurisdiction other than the United States of America or political subdivision thereof. The Borrower will, upon request of any State thereof (including the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.District of
Appears in 1 contract
Sources: Revolving Credit and Line of Credit Agreement (Office Depot Inc)
Payments Etc. (a) The Company will reimburse your reasonable accrued expenses incurred prior to the Separation Date upon compliance with Company policy on expense reports, etc.
(b) You acknowledge and agree that you shall not be entitled to any payments of base salary under your prior offer letter with the Company or otherwise for any period following the Salary Termination Date.
(c) All payments under vesting conditions with respect to your 97,685 performance shares are deemed to have been satisfied.
(d) Vesting with respect to the 141,437 options issued to you will continue in accordance with the award agreements in respect of such options until such time as this Agreement has been terminated for any reason. Your separation of employment as contemplated herein will not constitute a break in continuous service.
(e) You will not be entitled to any Board compensation for any period following December 31, 2017 but will be made entitled to the benefit of any applicable indemnification and exculpation provisions set forth in immediately available fundsexisting written agreements with the Company as of the date hereof or in the organizational documents of the Company or its subsidiaries.
(f) The Company will pay you the Specified Percentage of the cash proceeds collected by the Company in the Pan Optis Matter after the date of this Agreement net of all fees, costs, expenses and other amounts, including, without limitation, attorneys’ and experts’ fees and expenses, incurred by the Company and its subsidiaries in connection with the Pan Optis Matter (“Net Pan Optis Proceeds”) within 30 business days of the Company’s receipt thereof (the “Recovery Fee”). For purposes hereof, the “Specified Percentage” shall mean (i) 4.00% of all Net Pan Optis Proceeds up to and including $2,000,000 plus (ii) 5.00% of all Net Pan Optis Proceeds greater than $2,000,000 and up to and including $6,000,000 plus (iii) 7.00% of all Net Pan Optis Proceeds greater than $6,000,000 and up to and including $10,000,000. Notwithstanding the foregoing, no Recovery Fee shall be due and payable if (x) Net Pan Optis Proceeds are less than $2,000,000 or (y) this Agreement is terminated by the Company for Cause or you terminate this Agreement pursuant to Section 2(f)(iii) hereof. You will be applied first to accrued interest responsible for all taxes on any Recovery Fee payable hereunder.
(g) The Company will pay you a transaction fee (the “Transaction Fee”) upon execution and then to principal; however, if an Event delivery by PanOptis and the Company of Default occurs and is continuing, the Lender maya binding written agreement, in form and substance acceptable to the Company, which finally resolves all claims alleged in the PanOptis Matter (which agreement shall include a full and unconditional release from Pan Optis and its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account affiliates of each of the Borrower maintained with the Lender for any amounts of principalCompany, interestits subsidiaries and their respective officers, taxesdirectors , dutiesemployees, or other charges or amounts due or payable under this Agreementagents, with advisors and affiliates) in the amount of (i) $80,000 if such payment subject agreement has been executed by delivered by the parties on or prior to availability of collected balances in May 11, 2018, (ii) $40,000 if such agreement has been executed and delivered by the Lender's discretion; unless parties on or prior to September 7, 2018 and (iii) $0 thereafter. Notwithstanding the Borrower instructs otherwiseforegoing, all Loans no Transaction Fee shall be due and payable if this Agreement is terminated by the Company for Cause or you terminate this Agreement pursuant to Section 2(f)(iii) hereof. You will be credited responsible for all taxes on any Transaction Fee payable hereunder.
(h) The Company will pay the cost of providing you and your family COBRA benefits for one year following the Separation Date in an amount not to an account(sexceed $30,000. You will be responsible for all taxes on any amounts payable pursuant to this clause (h).
(i) Within ten business days of the Borrower with date of the LenderSeparation Date, the Company will pay you $100,000 (the “Upfront Payment”). THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments You will be made without deduction responsible for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreementall taxes thereon.
(j) Subject to applicable IRS guidelines, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges Company will reimburse your reasonable and documented out-of-pocket costs in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5connection with performing services hereunder.
Appears in 1 contract
Sources: Separation Agreement (Great Elm Capital Group, Inc.)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 11:00 a.m. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) Any and will be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on all payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, and the Loans other Credit Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the proceedscase of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the Borrower case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Lender’s appropriate Lending Office or any government or political subdivision thereof. , and (B) by a jurisdiction in which any payments are to be made by Borrower hereunder, other than the United States of America, the United Kingdom, or The Borrower willNetherlands or any political subdivision of any thereof, upon request and that would not have been imposed but for the existence of a connection between such Lender and the Lenderjurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), pay all such taxesexcept in the case of taxes described in this clause (B), duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent such taxes are imposed as a result of a change in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the “Excluded Taxes”; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 4.07(b) as “Taxes”). If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, (x) the sum so payable shall be increased by such amount (the “Gross-up Amount”) as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 4.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) Borrower shall make such deductions, and (z) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(ii) Borrower will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable by Borrower under clause (x) of Section 4.07(b)(i) or on any indemnification payments made by Borrower under this Section 4.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of Borrower’s payment of Taxes, Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8ECI or any successor thereto (“Form W-8ECI”), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8BEN or any successor thereto (“Form W-8BEN”); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement and the Notes free from withholding of United States Federal income tax; provided that if the Form W-8ECI or Form W-8BEN, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date; and
(B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form W-8ECI; or
(2) otherwise, three (3) accurate and complete signed originals of Form W-8BEN; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement and the Notes free from withholding of United States Federal income tax.
(v) In addition to the documents to be furnished pursuant to Section 4.07(b)(iv), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender’s tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement or the Notes. Each Lender furnishing forms to Interface pursuant to the requirements of Section 4.07(b)(iv), and this clause (v), shall furnish copies of such forms to the Domestic Agent at the same time delivery of such forms is made to Interface. In addition, if a payment made to a Lender under any Credit Documents would be subject to U.S. federal withholding imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Domestic Agent and the Credit Parties such forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, as may be necessary for the Domestic Agent or such Credit Parties, as applicable, to determine that such payment is exempt from withholding under FATCA.
(vi) Borrower shall not be required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 3.54.07(b)(iv) or (v), and such Lender shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder.
(vii) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(viii) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Borrower pursuant to this Section 4.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(ix) To the extent that the payment of any Lender’s Taxes by Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to Borrower will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to Borrower within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to Borrower and rescinded, disallowed or nullified. For purposes of this section, “Tax Benefit” shall mean the amount by which any Lender’s income tax liability for the taxable period in question is reduced below what would have been payable had Borrower not been required to pay the Lender’s Taxes. In case of any dispute with respect to the amount of any payment Borrower shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under this Agreement or the Notes.
(x) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lenders contained in this Section 4.07(b) shall survive the termination of this Agreement and the payment in full of the principal of, premium, if any, interest, and fees hereunder and under the Notes.
(c) Subject to Section 4.04(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and fees hereunder and under the Notes shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Domestic Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Domestic Agent in accordance with the terms of this Agreement shall constitute payment to the applicable Lenders under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 11:00 A.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the respective Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Agent and each Lender, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Agent, the Administrative Agent and each Lender and reimburse the Agent, the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent, the NotesAdministrative Agent or any Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by the Agent, the Loans Administrative Agent or such Lender, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the proceedslaws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(c) Subject to Section 3.04(b), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the Lender or due date thereof shall be extended to the Borrower by any government or political subdivision thereof. The Borrower willnext succeeding Business Day and, upon request with respect to payments of principal, interest thereon shall be payable at the Lender, pay all applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 11:00 a.m. (Eastern time) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) Any and will be applied first to accrued interest and then to principal; however, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on all payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, and the Loans other Credit Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the proceedscase of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the Borrower case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Lender’s appropriate Lending Office or any government or political subdivision thereof, and (B) by a jurisdiction in which any payments are to be made by Borrower hereunder, other than the United States of America, the United Kingdom, or The Netherlands or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the “Excluded Taxes”; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 4.07(b) as “Taxes”). If Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, (x) the sum so payable shall be increased by such amount (the “Gross-up Amount”) as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 4.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) Borrower shall make such deductions, and (z) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(ii) Borrower will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable by Borrower under clause (x) of Section 4.07(b)(i) or on any indemnification payments made by Borrower under this Section 4.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor.
(iii) Within 30 days after the date of Borrower’s payment of Taxes, Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof.
(iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface:
(1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8ECI or any successor thereto (“Form W-8ECI”), and/or
(2) for each Lending Office located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8BEN or any successor thereto (“Form W-8BEN”); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement and the Notes free from withholding of United States Federal income tax; provided that if the Form W-8ECI or Form W-8BEN, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date; and
(B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder:
(1) for such changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form W-8ECI; or
(2) otherwise, three (3) accurate and complete signed originals of Form W-8BEN; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement and the Notes free from withholding of United States Federal income tax.
(v) In addition to the documents to be furnished pursuant to Section 4.07(b)(iv), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement or the Notes. Each Lender furnishing forms to Interface pursuant to the requirements of Section 4.07(b)(iv), and this clause (v), shall furnish copies of such forms to the Domestic Agent at the same time delivery of such forms is made to Interface. In addition, if a payment made to a Lender under any Credit Documents would be subject to U.S. federal withholding imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Domestic Agent and the Credit Parties such forms or other documents as shall be prescribed by applicable law, if any, or as otherwise reasonably requested, as may be necessary for the Domestic Agent or such Credit Parties, as applicable, to determine that such payment is exempt from withholding under FATCA.
(vi) Borrower shall not be required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 4.07(b)(iv) or (v), and such Lender shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder.
(vii) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(viii) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Borrower pursuant to this Section 4.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(ix) To the extent that the payment of any Lender's Taxes by Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to Borrower willwill be determined from time to time by the relevant Lender in its sole discretion, upon request which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to Borrower within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to Borrower and rescinded, disallowed or nullified. For purposes of this section, "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had Borrower not been required to pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income Taxes. In case of any dispute with respect to the amount of any payment Borrower shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under this Agreement or the Notes.
(x) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lenders contained in this Section 4.07(b) shall survive the termination of this Agreement and the payment in full of the principal of, premium, if any, interest, and fees hereunder and under the Notes.
(c) Subject to Section 4.04(ii), whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(d) All computations of interest and fees hereunder and under the Notes shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed). Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on LIBOR Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Domestic Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(e) Payment by Borrower to the Domestic Agent in accordance with the terms of this Agreement shall constitute payment to the applicable Lenders under Section 3.5this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Interface Inc)
Payments Etc. (a) All payments under this Agreement will (including prepayments) to be made by the Borrower hereunder or under any other Loan Document, whether on account of principal, interest or otherwise, shall be made without set off or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Lender at the following address: VDC Corporation, Ltd. ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Greenwich, CT 06831 or such other account or place as Lender may from time to time designate, in Dollars and in immediately available funds. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, interest thereon shall be payable at the then applicable rate during such extension.
(b) All amounts which are or may become payable to Lender hereunder or under or in connection with this Agreement or any other Loan Document, other than principal of the Bridge Loan and interest accrued thereon and not overdue, shall be payable on demand.
(c) The Lender shall maintain, in accordance with its usual practice, one or more accounts in which it will be applied first record the unpaid and outstanding amounts of principal of and interest on the Bridge Loan, as well as other unpaid and outstanding amounts owing from the Borrower to accrued interest and then to principal; howeverthe Lender hereunder or under any other Loan Documents and, if an Event of Default occurs and is continuingin addition, the Lender may, in its sole discretion, may at any time and in such order as it may choose, apply any payment from time to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit time record on payments received during the Lender's normal banking hours if made in cash, immediately available fundsfront or back of the Note, or by debit to available balances in an account at on a continuation thereof, the Lenderunpaid and outstanding principal of and interest on the Bridge Loan and any payments made with respect thereto; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes provided, that neither the failure of the Lender to charge maintain any such account of or make any such recordation nor any error therein shall discharge or affect in any manner the Borrower maintained Borrower's obligations to pay such amounts to Lender in accordance with the Lender for terms hereof or of any amounts of principalLoan Document. Absent manifest error, interestany such account record or recordation or notation made on the Note, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount shall constitute conclusive evidence of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal debts and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5amounts.
Appears in 1 contract
Sources: Bridge Loan Agreement (VDC Corp LTD)
Payments Etc. (a) All payments under this Agreement will and the other Credit Documents, unless otherwise specified, shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 12:00 noon (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at the Administrative Agent's Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxesfees or other amounts payable hereunder or thereunder (but excluding, dutiesexcept as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of (x) the United States, (y) the jurisdiction in which such Lender is organized, or (z) the jurisdiction in which the principal executive office or appropriate Lending Office of such Lender is located). If the Borrower or other charges Person is required by applicable law to make any deduction or amounts due or payable under this Agreementwithholding of any Tax, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this SECTION 4.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed and paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to the Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence of any previously delivered form; PROVIDED, HOWEVER, that no Lender shall be required to furnish a form under this paragraph (ii) after the date that it becomes a Lender hereunder if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law.
(iii) Borrower shall also reimburse the Administrative Agent and each Lender, upon written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the Administrative Agent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Administrative Agent or Lender is located) as the Administrative Agent or Lender shall determine are payable by the Administrative Agent or Lender in respect of amounts paid by or on behalf of Borrower to or on behalf of the Administrative Agent or Lender pursuant to paragraph (i) hereof.
(iv) Within sixty (60) days of the written request of Borrower, each Lender shall execute and deliver such certificates, assignments of claims, forms or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder.
(v) To the extent that the payment of any Lender's Taxes by Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender, such Lender shall pay to Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to Borrower will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Lender to Borrower within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; PROVIDED, HOWEVER, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to the Borrower and rescinded, disallowed or nullified. For purposes of this section, "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had the Borrower not been required to pay the Lender's Taxes. In case of any dispute with respect to the amount of any payment, the Borrower shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5Credit Document.
Appears in 1 contract
Sources: Credit Agreement (Dixie Group Inc)
Payments Etc. All (i) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Administrative Agent, not later than 2:00 P.M. (local time for the Administrative Agent) on the date when due and shall be made in Dollars in immediately available fundsfunds at the respective Payment Office.
(ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Lenders making any Competitive Bid Loans shall be made without defense, set-off or counterclaim to such Lender not later than 2:00 P.M. (local time for such Lender) on the date when due and will in immediately available funds at the Payment Office of such Lender, or at any other location of the Lender as such Lender may specify in writing to Borrower not later than 12:00 Noon (local time for the Lender) on the Business Day such payment is due.
(i) All such payments shall be applied first to accrued interest made free and then to principal; however, if an Event clear of Default occurs and is continuingwithout deduction or withholding for any Taxes in respect of this Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsLine of Credit Notes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseLine of Credit Notes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Administrative Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Administrative Agent and each Lender and reimburse the Administrative Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Administrative Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America agrees to furnish to Borrower and the Administrative Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Borrower hereunder) and to provide to Borrower and the Administrative Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required -------- ------- to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Borrower, shall so inform Borrower in writing.
(3) Subject to Section 3.04(a)(ii), whenever any payment to be made hereunder or under any Line of Credit Note shall be stated to be due on a day which is not a Business Day, the Lenderdue date thereof shall be extended to the next succeeding Business Day and, pay with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
(4) On other than Competitive Bid Loans, which shall be negotiated from time to time, all such taxes, duties or other charges in addition to principal computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 360 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Line of Credit Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Administrative Agent or the Lender making any Competitive Bid Loan of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.
(5) Payment by Borrower to the Administrative Agent in accordance with the terms of this Agreement shall, as to Borrower, constitute payment to the Lenders under Section 3.5this Agreement.
Appears in 1 contract
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Credit Documents, other than the payments specified in clause (ii) below, shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 PM (local time for the Agent) on the date when due and shall be made in Dollars in immediately available funds, funds at its Payment Office.
(i) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Credit Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding, except as provided in paragraph (iii) hereof, any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with Intermet agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Credit Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Section 3.07), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Intermet will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Intermet. Intermet will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreementand paid by the Agent or Lender and any liability (including penalties, interest and expenses) arising therefrom 32 39 or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the Notes, the Loans or the proceeds, the amount of such payment by such Lender or the Borrower Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(ii) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to Intermet and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by Intermet hereunder) and to provide to Intermet and the Agent a new Form 4224 or Form 1001 or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of Intermet, shall so inform Intermet in writing.
(iii) Intermet shall also reimburse the Agent and each Lender, upon request written request, for any Taxes imposed (including, without limitation, Taxes imposed on the overall net income of the LenderAgent or Lender or its applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or the applicable Lending Office of the Agent or Lender is located) as the Agent or Lender shall determine are payable by the Agent or Lender in respect of amounts paid by or on behalf of Intermet to or on behalf of the Agent or Lender pursuant to paragraph (i) hereof.
(c) Subject to Section 3.04(ii), pay all whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such taxes, duties or other charges in addition to principal extension.
(d) All computations of interest and interest, fees shall be made on the basis of a year of 360 days for the actual number of days (including without limitation all documentary stamp and intangible taxes, the first day but excluding income taxes based solely on the Lender's income last day) occurring in the period for which such interest or fees are payable (to the extent required under Section 3.5.computed on the basis of days elapsed), except that interest on Base Rate Advances shall be computed on the basis of a year of 365/366 days for the actual number of days. Interest on Base Rate Advances shall be calculated based on the Base Rate from and including the date of such Loan to but excluding the date of the repayment or conversion thereof. Interest on Eurodollar Advances and Bid Rate Advances shall be calculated as to each Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate
Appears in 1 contract
Payments Etc. (a) All scheduled payments and voluntary prepayments of principal, interest and fees with respect to the Revolving Loans shall be made without set-off or counterclaim to the Revolving Lenders not later than 1:00 p.m. (Atlanta, Georgia time) in the case of Domestic Revolving Loans and not later than 1:00 p.m. (London, England time) in the case of Sterling Revolving Loans, on the date when due and in immediately available funds at the Payment Office of the Administrative Agent and in Dollars or Sterling, as applicable. All payments of principal or interest on the Sterling Loans shall be made in Sterling. All mandatory prepayments of principal required under Section 5.08 shall be made without defense, set-off or counterclaim to the Lenders as on the date when due in immediately available funds at the Payment Office of the Administrative Agent. Except as otherwise specifically provided herein, all other payments under this Agreement will and all other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 p.m. (Atlanta, Georgia time) on the date when due and in immediately available fundsfunds in Dollars or Sterling, and will be applied first to accrued interest and then to principal; howeveras applicable, if an Event of Default occurs and is continuing, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise Administrative Agent's Payment Office.
(i) Any and all payments will be credited after clearance through normal banking channels. The by any Borrower authorizes hereunder or under the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will Notes shall be made free and clear of and without deduction for or on account of any and all present or future taxes, duties levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income and franchise taxes (all such excluded net income taxes and franchise taxes, collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 5.09(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 5.09(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other charges levied authority in accordance with applicable law subject to section 5.09 (b)(iii) and (iv).
(ii) The Borrowers will indemnify each Lender for the full amount of Taxes (together with any Taxes or imposed Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 5.09(b)(i) or on the indemnification payments made by such Borrower under this AgreementSection 5.09(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) days from the date such Lender makes written demand therefor. Within thirty (30) days after the date of any Borrower's payment of Taxes, such Borrower will furnish to the relevant Lender, at its appropriate Lending Office, the Notesoriginal or a certified copy of a receipt evidencing payment thereof.
(iii) Each Lender that is not a "United States Person" as defined in the Internal Revenue Code of 1986, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.as amended) hereby agrees that:
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Payments Etc. (a) All payments under this Agreement will shall be pro rated among the Lenders in accordance with their Percentages and, shall be made by Borrower, without defense, setoff, or counterclaim, to Agent not later than 12:00 noon (Chicago time) on the date when due and shall be made in Dollars in immediately available fundsfunds at the Payment Office and any funds received by Agent after such time shall, for all purposes of this Agreement, be deemed to have been paid on the next succeeding Business Day. Agent shall thereafter cause to be distributed to the Lenders, on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to cause such funds to be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such Lender on such amounts at the Federal Funds Rate.
(b) Whenever any payment to be made hereunder or under the Promissory Notes shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (unless a Eurodollar Rate Interest Period expires on the next preceding Business Day pursuant to Section 2.7(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension.
(c) All computations of interest on the Advances shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by Agent of an interest rate or fee hereunder shall, except for patent error, be final, conclusive, and will binding upon Borrower for all purposes.
(d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied first as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest and then on the outstanding Advances, (c) third, to principal; howeverthe payment of principal due in the month in which the payment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of the outstanding Advances in the inverse order of maturity. Any prepayment of Advances shall not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default occurs has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Lender mayLoan Documents in such order as Agent shall determine, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available funds, or by debit to available balances in an account at the Lender; otherwise payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, or other charges or amounts due or payable under this Agreement, with the amount of such payment subject to availability of collected balances in the Lender's discretion; unless the Borrower instructs otherwise, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without deduction for or on account of any present or future taxes, duties or other charges levied or imposed on this Agreement, the Notes, the Loans or the proceeds, the Lender or the Borrower by any government or political subdivision thereof. The Borrower will, upon request of the Lender, pay all such taxes, duties or other charges in addition to principal and interest, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income to the extent required under Section 3.5.
Appears in 1 contract
Sources: Credit Agreement (G Reit Inc)
Payments Etc. All (a) Except as otherwise specifically provided herein, all payments under this Agreement will and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent, not later than 1:00 P.M. (New York, New York time) on the date when due and shall be made in Dollars in immediately available funds, funds at the Agent's Payment Office.
(1) All such payments shall be made free and will be applied first to accrued interest clear of and then to principal; however, if an Event without deduction or withholding for any Taxes in respect of Default occurs and is continuingthis Agreement, the Lender may, in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Borrower will receive immediate credit on payments received during the Lender's normal banking hours if made in cash, immediately available fundsNotes or other Loan Documents, or by debit to available balances in an account at the Lender; otherwise any payments will be credited after clearance through normal banking channels. The Borrower authorizes the Lender to charge any account of the Borrower maintained with the Lender for any amounts of principal, interest, taxes, duties, fees or other charges amounts payable hereunder or amounts due thereunder (but excluding any Taxes imposed on the overall net income of the Lenders pursuant to the laws of the jurisdiction in which the principal executive office or payable under this Agreementappropriate Lending Office of such Lender is located). If any Taxes are so levied or imposed, with the Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment subject to availability of collected balances in all amounts due hereunder and under the Lender's discretion; unless the Borrower instructs otherwiseNotes and other Loan Documents, all Loans will be credited to an account(s) of the Borrower with the Lender. THE LENDER AT ITS OPTION MAY MAKE LOANS UNDER THIS AGREEMENT UPON TELEPHONIC INSTRUCTIONS AND IN SO DOING WILL BE FULLY ENTITLED TO RELY SOLELY UPON INSTRUCTIONS, INCLUDING INSTRUCTIONS TO MAKE TRANSFERS TO THIRD PARTIES, REASONABLY BELIEVED BY THE LENDER TO HAVE BEEN GIVEN BY AN AUTHORIZED PERSON, WITHOUT INDEPENDENT INQUIRY OF ANY TYPE. FOR ITSELF AS WELL AS ANY RELATED PARTY AND ANY AGENT, DIRECTOR, EMPLOYEE, MANAGER, MEMBER, OFFICER, OR PARTNER OF THE BORROWER, AS APPLICABLE, THE BORROWER IRREVOCABLY CONSENTS TO THE LENDER’S RECORDING OF ANY TELEPHONE CONVERSATION PERTAINING TO LOANS HEREUNDER. All payments will be made without after withholding or deduction for or on account of any present such Taxes (including additional sums payable under this Agreement), will not be less than the full amount provided for herein had no such deduction or future taxeswithholding been required, duties (B) to make such withholding or other charges deduction and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the Agent and each Lender, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes so levied or imposed on this Agreement, and paid by the Notes, the Loans Agent or the proceedsLender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes.
(i) Each Lender that is organized under the laws of any jurisdiction other than the United States of America or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Lender hereunder, two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or any successor forms thereto (wherein such Lender claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form W-8BEN or Form W-8ECI or any government successor forms thereto if any previously delivered form is found to be incomplete or political subdivision thereofincorrect in any material respect or upon the obsolescence of any previously delivered form; provided, however, that no Lender shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. The Borrower willA Lender that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the LenderBorrower, pay all such taxesshall so inform the Borrower in writing.
(c) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, duties or other charges the due date thereof shall, except as set forth in addition to principal and interestthe definition of Interest Period, including without limitation all documentary stamp and intangible taxes, but excluding income taxes based solely on the Lender's income be extended to the extent required under Section 3.5next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.
Appears in 1 contract
Sources: Credit Agreement (Gold Kist Inc)