Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”
Appears in 2 contracts
Samples: Master Datacenter Lease (Telx Group, Inc.), Turn Key Datacenter Lease (Equinix Inc)
Payments Generally. Base RentColocation Fees, all forms of Additional Rent Colocation Fees (defined in this Section 3.3, below) payable hereunder by Tenant Grantee and all other amounts, fees, payments or charges payable hereunder by Tenant Grantee shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “RentColocation Fees”), (ii) be payable to Landlord Grantor when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Grantor at the address of Landlord Grantor specified in Item 17 of the Basic Lease Colocation Information (or to such other person or to such other place as Landlord Grantor may from time to time designate in writing to TenantGrantee). No receipt of money by Landlord Grantor from Tenant Grantee after the termination of this LeaseAgreement, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease Agreement or affect any such notice, demand, suit or judgment. No partial payment by Tenant Grantee shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Grantor shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Grantor hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this LeaseAgreement) falls on a date other than the first or last day of a calendar month, respectively, the Rent Colocation Fees payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this LeaseAgreement, all amounts (other than Base RentColocation Fees) payable by Tenant Grantee to Landlord Grantor pursuant to this LeaseAgreement, whether or not denominated as such, shall constitute “Additional RentColocation Fees.”
Appears in 2 contracts
Samples: Colocation Agreement, Colocation Agreement (Telx Group, Inc.)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (and shall the Commitment Fee, the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "Fees") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address Payment Office, in Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The Administrative Agent shall distribute any such payments received by it for the account of Landlord specified in Item 17 any other Person to the appropriate recipient promptly following receipt thereof. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.4, 3.5, 3.6 and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise dueFees) interest shall be payable at the applicable rate specified herein during such extension, nor shall any endorsement or statement on any check or any letter accompanying any check or payment provided, however, that if such next Business Day would be deemed an accord after (i) with respect to Tranche A Loans and satisfactionLetters of Credit, the Tranche A Maturity Date, (ii) with respect to the Tranche B Loans, the Tranche B Maturity Date, (iii) with respect to the Tranche B-1 Loans, the Tranche B-1 Maturity Date, and Landlord shall be entitled (iv) with respect to accept the Tranche C Loans, the Tranche C Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 2 contracts
Samples: Credit Agreement (Arch Communications Group Inc /De/), Credit Agreement (Arch Wireless Inc)
Payments Generally. Base RentThe Borrowers shall make each payment required to be made by them hereunder or under any other Loan Document (whether of principal, all forms interest, fees or Reimbursement Obligations, or of Additional Rent amounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (defined in this Section 3.3or, below) payable hereunder by Tenant and all other amountsif no such time is expressly required, feesprior to 2:00 p.m., payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”New York City time), (ii) be payable to Landlord on the date when due due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any prior notice or demand therefor date may, in lawful money the discretion of the United States without any abatementAdministrative Agent, offset or deduction whatsoever (except as specifically provided otherwise herein)be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at Stamford, and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information Connecticut (or to such other person or account/office as the Administrative Agent may specify to such other place as Landlord may the Borrowers from time to time designate in writing time), except payments to Tenant)be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. No The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt of money by Landlord from Tenant after the termination of this Leasethereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the service date for payment shall be extended to the next succeeding Business Day, and, in the case of any noticepayment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars, except for payments with respect to any Euro Denominated Loan or Euro Letter of Credit (which payments shall be made in euros) or except as expressly specified otherwise. Unless payment is otherwise timely made by the Borrowers, the commencement becoming due of any suitObligations (whether principal, interest, fees or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant other charges) shall be deemed to be other than a request for ABR Loans on account the due date, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentrelevant Obligation.”
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Payments Generally. Base RentAll payments of principal of, and interest on, the Obligations under this Credit Agreement by any Borrower Party to or for the account of Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided herein, all forms of Additional Rent (defined in this Section 3.3, below) payable payments by the Borrower Parties hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed made to be other than on Administrative Agent, for the account of the full amount otherwise duerespective Lenders and Lender Groups to which such payment is owed, nor at Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. Funds received by Administrative Agent after 1:00 p.m. shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt of such funds and any endorsement applicable interest or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfactionfees shall continue to accrue. Except as provided in Section 13.11(c) hereof, and Landlord except for Swingline Loans repaid to the Swingline Lender before the provisions of Section 2.07(d)(i) become applicable, each Lender shall be entitled to accept receive its applicable share of each payment received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to the appropriate Funding Agent. If any payment to be made by any Borrower Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such payment without compromise extension of time shall be reflected in computing interest or prejudice fees, as the case may be. Each Funding Agent agrees to any use reasonable efforts to apply the amounts received in respect of such repayments to the outstanding Loans of the rights Lenders members of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent its Lender Group so as to minimize broken funding payments payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentSection 4.05.”
Appears in 2 contracts
Samples: Revolving Credit Agreement (TCW Direct Lending VII LLC), Revolving Credit Agreement (TCW Direct Lending LLC)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, belowa) payable hereunder by Tenant and all other amounts, fees, All payments to the Administrative Agent or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money Lender that is an Affiliate of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) Administrative Agent shall be payable made to Landlord the Administrative Agent at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate account designated in writing to Tenantthe Company, the Collateral Administrator and the Collateral Agent for further distribution by the Administrative Agent (if applicable). No receipt All payments made to any other Lender, the Servicer, the Company, the Securities Intermediary or the Collateral Administrator (in the case of money the Securities Intermediary and the Collateral Administrator, to the extent such Person is not the Collateral Agent) shall be made to such Person at the account designated by Landlord from Tenant such person in writing to the Collateral Agent and the Collateral Administrator. The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Company promptly after the termination end of this Leasea Calculation Period (but at least two (2) Business Days prior to a Payment Date) of the calculation of amounts payable to the Financing Providers (including the applicable Benchmarks) in respect of the Financings and the amounts payable to the Company. Within two (2) Business Days after each Calculation Date, the service of any noticeAdministrative Agent shall deliver an invoice to the Company, the commencement Collateral Agent and the Collateral Administrator in respect of any suit, or a final judgment the interest due on such Payment Date. All payments to the Administrative Agent not made for possession shall reinstate, continue or extend distribution to the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant Lenders shall be deemed made as directed in writing by the Administrative Agent. All payments hereunder to the Secured Parties shall be made without setoff or counterclaim. All payments hereunder shall be made in USD other than on account payments of the full amount otherwise dueinterest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord which shall be entitled to accept made in the applicable Permitted Non-USD Currency of such payment without compromise or prejudice to any of Advance. All interest hereunder shall be computed on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day basis of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes year of this Lease, all amounts 360 days (other than interest calculated at the Base RentRate or Term XXXXX, which shall each be calculated on the basis of a year of 365/366 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Except as otherwise set forth herein, all payments by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, on behalf of the Company hereunder shall constitute “Additional Rentbe made in accordance with the Priority of Payments.”
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Private Credit)
Payments Generally. Base Rent(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars or the applicable Committed Currency and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by a Borrower shall come due on a day other than a Business Day, below) payable hereunder by Tenant payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be provided, however, that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless a Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Company or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the applicable Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money immediately available funds at the higher of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may Federal Funds Rate from time to time designate in writing effect and the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in Committed Currencies; and (ii) if any Lender failed to Tenant)make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the higher of the Federal Funds Rate from time to time in effect and the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in Committed Currencies. No receipt of money by Landlord from Tenant after If such Lender pays such amount to the termination of this LeaseAdministrative Agent, then such amount shall constitute such Lender's Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the service Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to any Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of such Borrower's accounts with such Lender any amount so due. (h) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. (i) To the extent that the Administrative Agent receives funds for application to the amounts owing by a Borrower under or in respect of this Agreement or any Note in currencies other than on account the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.12, the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Administrative Agent shall be entitled to accept convert or exchange such payment without compromise funds into Dollars or prejudice into a Committed Currency or from Dollars to any a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that each Borrower and each of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event Lenders hereby agree that the Commencement Date Administrative Agent shall not be liable or the expiration responsible for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(i) or as a result of the Term failure of the Administrative Agent to effect any such conversion or exchange; and provided further that each Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the date of failure to convert or exchange any earlier termination of currencies) in accordance with this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basisSection 2.12(i). For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”2.13
Appears in 1 contract
Samples: Credit Agreement (Macdermid Inc)
Payments Generally. Base RentExcept to the extent otherwise provided herein, all forms payments of Additional Rent principal of and interest on Loans made in Dollars, and other amounts (defined other than the principal of and interest on Eurodollar Loans made in this Section 3.3, belowan Alternative Currency) payable hereunder by Tenant the Borrower under this Agreement and the Notes shall be made in Dollars, and all other amountspayments of principal of and interest on Eurodollar Loans made in an Alternative Currency shall be made in such Alternative Currency, fees, in immediately available funds not later than 1:00 p.m. New York time on the date on which such payments or charges payable hereunder by Tenant shall become due (i) each constitute rent payable hereunder (and shall sometimes collectively be referred such payment made after such time on such due date to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to have made on the next succeeding Banking Day; provided that, when a new Loan is to be other than made by the Bank on a date the Borrower is to repay any principal of an outstanding Loan in the same Currency, the Bank shall apply the proceeds thereof to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to the Borrower as provided in Section 2.04 or paid by the Borrower to the Bank pursuant to this Section 2.12, as the case may be. The Bank may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the full Borrower with the Bank. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Bank the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Bank may apply such payment as it may elect in its sole discretion (subject to Section 10. 16)). If the due date of any payment under this Agreement or the Notes would otherwise duefall on a day which is not a Banking Day, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord such date shall be entitled extended to accept the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment without compromise or prejudice to any of received by the rights of Landlord Bank hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In Note for the event that the Commencement Date or the expiration account of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month Bank shall be prorated based on a per diem basis. For purposes paid promptly to the Bank, in immediately available funds, for the account of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentthe Bank's Lending Office.”
Appears in 1 contract
Samples: Credit Agreement (Hardinge Inc)
Payments Generally. Base RentAll payments under this Agreement or the Note shall be made in Dollars in immediately available funds not later than 1:00 p.m. New York City time on the relevant dates specified above (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Banking Day) at the Lending Office of the Bank, all forms provided that, when a new Revolving Credit Loan is to be made by the Bank on a date the Borrower is to repay any principal of Additional Rent (defined any outstanding Revolving Credit Loans, the Bank shall apply the proceeds thereof to the payment of principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to the Borrower as provided in Section 2.05 or paid by the Borrower to the Bank pursuant to this Section 3.32.12, below) payable hereunder by Tenant as the case may be. The Bank shall debit the Borrower's demand deposit account maintained with the Bank for all principal payments, interest payments and payments of any and all fees due the Bank on said due dates. The Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Bank the principal or other amounts, fees, payments amount payable by the Borrower under this Agreement or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder the Note to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Bank may apply such payment as it may elect in its sole discretion). If the due date of any payment under this Agreement or the Note would otherwise fall on a day which is not a Banking Day, such date shall sometimes collectively be referred extended to herein as “Rent”), (ii) the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. If the due date of any payment under this Agreement or the Note would otherwise fall on a day which is not a Banking Day, such date shall be, in the case of LIBOR Option Loans, extended to Landlord the next succeeding Banking Day unless the next succeeding Banking Day would fall in the next calendar month, in which case such date shall be on the next preceding Banking Day. All payments under this Agreement shall be made by the Borrower without defense, setoff or counterclaim to the Bank on the date when due without any prior notice or demand therefor and shall be made in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified America in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately available funds.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined All payments under this Agreement or the Notes shall be made in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever Dollars in funds which are immediately available not later than 1:00 p.m. New York City time on the relevant dates specified above (except as specifically provided otherwise herein), and (iii) be payable each such payment made after such time on such due date to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than have been made on the next succeeding Banking Day) at the JPMorgan Chase Office for the account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below)each Lender. In the event that any payment under this Agreement becomes due at a time when no Revolving Credit Loans are then outstanding, the Commencement Date Borrowers shall deliver such payment to the Agent prior to the specified date of payment. If, at the time any such payment becomes due there are Revolving Credit Loans outstanding, or, if the Borrowers fail to make any such payment as and when due, the Agent, at its discretion without the requirement of obtaining the consent of or giving prior notice to the Borrowers, may make a Revolving Credit Loan to the Borrowers for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Agent. Subject to Section 12.16, the Borrowers shall, at the time of making each payment under this Agreement or the expiration of Notes, specify to the Term (Agent the principal or other amount payable by the Borrowers under this Agreement or the Notes to which such payment is to be applied and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to Section 12.16, apply such payment as it may elect in its sole discretion. If the due date of any earlier termination of payment under this Lease) falls Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date other than shall be extended to the first next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or last day under any Note for the account of a calendar month, respectively, the Rent payable for such partial calendar month Lender shall be prorated based on a per diem basis. For purposes paid promptly to such Lender, in immediately available funds, for the account of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentsuch Lender's Lending Office.”
Appears in 1 contract
Payments Generally. Base RentExcept as otherwise specifically provided herein, all forms payments hereunder shall be made to the Administrative Agent in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of Additional Rent (defined in this Section 3.3any kind, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of Administrative Agent's Office not later than 2:00 P.M. (Charlotte, North Carolina time) on the Basic Lease Information (or to date when due. Payments received after such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be other than on obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the full amount otherwise dueBorrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, nor shall at the time it makes any endorsement payment under this Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled other amounts payable by the Borrower hereunder to accept which such payment without compromise or prejudice is to any of the rights of Landlord hereunder or under any Applicable Laws be applied (defined and in Section 6.3.1, below). In the event that it fails so to specify, or if such application would be inconsistent with the Commencement Date or terms of this Agreement, the expiration Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Term Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day, and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder 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 (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the immediately preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and Fees shall be made on the basis of actual number of days elapsed over a year of 360 days (or 365 or 366 days, as the case may be, in the case of Base Rate Loans). Interest shall accrue from and include the date of any earlier termination borrowing, but shall exclude the date of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentpayment.”
Appears in 1 contract
Samples: Credit Agreement (Compbenefits Corp)
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. New York time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. New York time, belowshall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder If any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments or charges payable as the case may be. (c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder by Tenant for the account of any Lender, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall (i) each constitute rent payable hereunder (and shall sometimes collectively not be referred to herein as “Rent”so required to), (ii) be payable in reliance thereon, make available a corresponding amount to Landlord when due without any prior notice or such Lender. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender shall forthwith on demand therefor repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in lawful money Same Day Funds, together with interest thereon in respect of each day from and including the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable date such amount was made available by the Administrative Agent to Landlord such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing effect. (d) If any Lender makes available to Tenant). No receipt of money the Administrative Agent funds for any Loan to be made by Landlord from Tenant after such Lender as provided in the termination foregoing provisions of this LeaseArticle II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the service Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any noticeLender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the commencement failure of any suit, other Lender to so make its Loan or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentpurchase its participation. No partial payment by Tenant (f) Nothing herein shall be deemed to be other than on account of obligate any Lender to obtain the full amount otherwise due, nor shall funds for any endorsement Loan in any particular place or statement on manner or to constitute a representation by any check Lender that it has obtained or will obtain the funds for any letter accompanying Loan in any check particular place or manner. (g) Whenever any payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise received by the Administrative Agent under this Agreement or prejudice to any of the rights other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of Landlord hereunder or under this Agreement and the other Loan Documents on any Applicable Laws (defined date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 6.3.1, below)8.03. In If the event that Administrative Agent receives funds for application to the Commencement Date or the expiration Obligations of the Term (Loan Parties under or in respect of the date of any earlier termination of this Lease) falls on a date other than Loan Documents under circumstances for which the first or last day of a calendar month, respectivelyLoan Documents do not specify the manner in which such funds are to be applied, the Rent payable for Administrative Agent may, but shall not be obligated to, elect to distribute such partial calendar month shall be prorated based on a per diem basisfunds to each of the Lenders in accordance with such Lender’s Pro Rata Share of such of the outstanding Loans or other Obligations then owing to such Lender. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”Exhibit 10.1
Appears in 1 contract
Payments Generally. Base RentAll payments and prepayments to be made in respect of(a) principal, all forms interest, Unused Commitment Fees, Letter of Additional Rent (defined in this Section 3.3Credit Fees, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be fees referred to herein as “Rent”), (ii) in Section 2.7 or other fees or amounts due from the Borrower hereunder shall be payable prior to Landlord 11:00 a.m. on the date when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such noticepresentment, demand, suit protest or judgmentnotice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. No partial payment by Tenant Such payments shall be made to the Administrative Agent at the Principal Office for the account of the Lenders or each Issuing Lender to which they are owed, in each case in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such amounts to each Issuing Lender, Swing Line Lender and/or applicable Lenders in immediately available funds. The Administrative Agent’s and each Xxxxxx’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.” Payments by the Borrower; Presumptions by the Administrative Agent. Unless the(b) Administrative Agent shall have received notice from the Borrower prior to be other than the date on which any payment is due to the Administrative Agent for the account of the full amount otherwise dueLenders or an Issuing Lender hereunder that the Borrower will not make such payment, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept the Administrative Agent may assume that the Borrower has made such payment without compromise on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or prejudice to any the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the rights of Landlord hereunder Lenders or under any Applicable Laws (defined in Section 6.3.1Issuing Lender, below). In as the event that case may be, severally agrees to repay to the Commencement Date Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the expiration of the Term (or date such amount is distributed to it to but excluding the date of any earlier termination payment to the Administrative Agent, at the greater of this Lease) falls the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on a date other than interbank compensation. Interest Payment Dates. Interest on Base Rate Loans shall be due and payable in arrears2.11 on each Interest Payment Date. Interest on LIBORTerm SOFR Rate Loans shall be due and payable on the first or last day of a calendar montheach Interest Period for those Loans and, respectivelyif such Interest Period is longer than three months, also on the Rent payable for date that is the three-month anniversary of the first day of such partial calendar month Interest Period. Interest on mandatory prepayments of principal under Section 2.13 shall be prorated based due on the date such mandatory prepayment is due. Interest on the principal amount of each Loan not constituting a per diem basis. For purposes of this Lease, all amounts (Base Rate Loan or a Term SOFR Rate Loan or on other than Base Rent) monetary Obligation shall be due and payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”on demand after such 67
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share provided for under this Agreement) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., belowshall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder If any payment to be made by Tenant the Borrower shall come due on a day other than a Busi ness Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency Rate Loans to be made in the next succeeding calen dar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on de mand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing effect; and (ii) if any Lender failed to Tenantmake such payment, such Lender shall forthwith on de mand pay to the Administrative Agent the amount thereof in Same Day Funds, together with in terest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. No receipt of money by Landlord from Tenant after If such Lender does not pay such amount forthwith upon the termination of this LeaseAdministrative Agent’s demand therefor, the service Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Adminis trative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to be other than on account of relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date Administrative Agent or the expiration of the Term (or the date Borrower may have against any Lender as a result of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for default by such partial calendar month shall be prorated based on a per diem basisLender hereunder. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”-76-
Appears in 1 contract
Samples: Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)
Payments Generally. Base RentThe Borrowers shall be obligated to make each payment required to be made by the Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) to Lender at its offices in Boston, Massachusetts, prior to 3:00 p.m., Boston, Massachusetts time, on the date when due (except that if any payment shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension). All payments shall be made in immediately available funds, in U.S. dollars without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Revolving Loans set forth herein, all forms payments of Additional Rent (defined interest, fees and any other amounts due to be paid by the Borrowers hereunder shall be made through the automatic funding of Base Rate Revolving Loans in this Section 3.3amounts equal to the amounts of such interest, below) payable hereunder fees or other amounts due to be paid by Tenant the Borrowers hereunder, and all other amountsthe Borrowers hereby irrevocably authorize and direct the Lender to take such actions as may be necessary to effectuate such automatic funding of Base Rate Revolving Loans, feesand, payments or charges payable hereunder upon funding of any such Base Rate Revolving Loan, the Borrowers’ obligation to make such payment shall be discharged and replaced by Tenant shall the resulting Base Rate Revolving Loan. The Borrowers expressly acknowledge and agree that (i) each constitute rent payable hereunder the Lender may, in its sole discretion, effectuate the automatic funding of a Revolving Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Revolving Loans the Revolving Credit Exposure exceeds the lesser of (x) the Revolving Credit Commitment and shall sometimes collectively be referred to herein as “Rent”)(y) the Borrowing Base, and (ii) be payable to Landlord when due without if any prior notice one or demand therefor in lawful money more of the United States without conditions to the funding of Revolving Loans cannot be satisfied and the Lender, in its sole discretion, refuses to fund a Base Rate Revolving Loan in an amount sufficient to satisfy the amount of any abatementinterest, offset fees or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Leaseamounts due hereunder, the service of any notice, the commencement of any suit, or a final judgment for possession Borrowers shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed remain obligated to be other than on account of pay the full amount otherwise of such interest, fees or other amounts as and when the same shall become due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”
Appears in 1 contract
Samples: Credit and Security Agreement (Ufp Technologies Inc)
Payments Generally. Base RentAll payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all forms of Additional Rent which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer or a Swingline Lender as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (defined other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute to the Lenders all payments received by it for the account of the Lenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Section 3.3Agreement and the expiration or cancellation of all Letters of Credit and payment in full in cash of all principal, below) payable hereunder by Tenant and all other interest, reimbursement amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (expenses and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when other amounts due without any prior notice or demand therefor in lawful money of from the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Borrowers hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx any Notes “cancelled” and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentParent.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Revolving Loans, of the Facility Fee and of all other amounts to be paid by the Borrower under the Loan Documents (and shall the Facility Fee, together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "Fees") shall be made by the Borrower to the Administrative Agent at the applicable Agent Payment Office in funds immediately available to the Administrative Agent at such office by 12:00 noon (local time in the city in which such Agent Payment Office is located) on the due date for such payment without set-off, (ii) be payable to Landlord when due without any prior notice offset, recoupment or demand therefor in lawful money counterclaim. The failure of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable Borrower to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a default hereunder, provided that such payment is made on such due date, but any such payment made after 2:00 p.m. (local time in the city in which such payment is to be made in accordance with the terms hereof) on such due date shall be deemed to have been made on the next Business Day or Euro Business Day, as the case may be, for the purpose of calculating interest on amounts outstanding on the applicable Revolving Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7 and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day or a Euro Business Day, as the case may be, the due date thereof (except as otherwise provided herein) shall be extended to the next Business Day or Euro Business Day, as the case may be, and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled to accept payable at the applicable rate specified herein during such extension, provided, however, that, if such next Business Day or Euro Business Day, as the case may be, is after the Maturity Date, any such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based due on a per diem basis. For purposes of this Leasethe immediately preceding Business Day or Euro Business Day, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentthe case may be.”
Appears in 1 contract
Payments Generally. Base RentAll payments and prepayments to be made by the Borrower in respect of principal, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amountsinterest, fees, payments indemnity, expenses or charges payable other amounts due from the Borrower hereunder by Tenant or under any other Loan Document in Dollars shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord at 11:00 a.m., Los Angeles time, on the day when due without presentment, demand, protest or notice of any prior notice kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or demand therefor in lawful money other deduction of the United States without any abatementkind or nature, offset or except for payments to a Lender subject to a withholding deduction whatsoever (except as specifically provided otherwise hereinunder Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and (iii) 10.06 hereof, such payments shall be payable made for the account of Lenders to Landlord the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the address of Landlord specified in Item 17 of applicable Lender at such domestic account as it shall specify to the Basic Lease Information (or to such other person or to such other place as Landlord may Borrower from time to time designate in writing to Tenant)funds immediately available at such account. No receipt of money Any payment or prepayment received by Landlord from Tenant the Administrative Agent or such Lender after the termination of this Lease11:00 a.m., the service of Los Angeles time, on any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant day shall be deemed to be other than have been received on account the next succeeding Business Day. The Administrative Agent shall distribute to the Lenders all such payments received by it from the Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise on the same Business Day as such payment is received (or prejudice deemed received) from the Borrower, the Administrative Agent shall pay to any such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and payment in full of all principal, interest, fees, expenses and other amounts due from the rights of Landlord Borrower hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly mxxx its Notes "cancelled" and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentBorrower.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined in All payments under this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this LeaseAgreement, the service of any noticeNotes and the other Facility Documents shall be made in Dollars in immediately available funds not later than 12:00 noon New York, New York time on the commencement of any suit, relevant dates specified above or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any in such notice, demand, suit or judgment. No partial Facility Document (each such payment by Tenant shall made after such time on such due date to be deemed to be other than have been made on the next succeeding Banking Day) to the Administrative Agent's account number 136621-22506 maintained at the Principal Office for the account of the full amount otherwise dueapplicable Lending Office of each Bank. The Administrative Agent, nor shall any endorsement or statement on any check or any letter accompanying Bank for whose account any check such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Administrative Agent or payment be deemed an accord and satisfactionsuch Bank, as the case may be, and Landlord any Bank so doing shall be entitled promptly notify the Administrative Agent. The Borrower shall, at the time of making each payment under this Agreement, any Note or any other Facility Document, specify to accept the Administrative Agent the principal or other amount payable by the Borrower under this Agreement, such Note or such other Facility Document to which such payment without compromise or prejudice is to any of the rights of Landlord hereunder or under any Applicable Laws be applied (defined and in Section 6.3.1, below). In the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Commencement Date or Administrative Agent may apply such payment as it may elect in its sole discretion (subject to Section 11.16)). If the expiration of the Term (or the due date of any earlier termination of payment under this Lease) falls Agreement, any Note or any other Facility Document would otherwise fall on a day which is not a Banking Day, such date other than shall be extended to the first or last day of next succeeding Banking Day (unless such succeeding Banking Day falls in a subsequent calendar month, respectively, in which case such payment shall be due on the Rent preceding Banking Day) and interest shall be payable for any principal so extended for the period of such partial calendar month extension. Each payment received by the Administrative Agent under this Agreement, any Note or any other Facility Document for the account of a Bank shall be prorated based on a per diem basis. For purposes paid promptly to such Bank, in immediately available funds, for the account of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentsuch Bank's Lending Office.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined All payments under this Agreement or the ------------------ Notes shall be made in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever Dollars in funds which are immediately available not later than 1:00 p.m. New York City time on the relevant dates specified above (except as specifically provided otherwise herein), and (iii) be payable each such payment made after such time on such due date to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to have been made on the next succeeding Banking Day) at the Chase Office for the account of each Lender, and all such payments may be other than on made by making a Revolving Credit Loan to the Borrower for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the full amount otherwise dueBorrower with the Agent or such Lender, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfactionas the case may be, and Landlord any Lender so doing shall promptly notify the Agent. Subject to (S) 11.16, the Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to (S) 11.16, apply such payment as it may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be entitled extended to accept the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment without compromise or prejudice to any of received by the rights of Landlord Agent hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In Note for the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day account of a calendar month, respectively, the Rent payable for such partial calendar month Lender shall be prorated based on a per diem basis. For purposes paid promptly to such Lender, in immediately available funds, for the account of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentsuch Lender's Lending Office.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, belowa) payable hereunder by Tenant and all other amounts, fees, All payments to the Administrative Agent or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money Lender that is an Affiliate of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) Administrative Agent shall be payable made to Landlord the Administrative Agent at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate account designated in writing to Tenantthe Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). No receipt of money by Landlord from Tenant after the termination of this LeaseAll payments made to any other Lender, the service of any noticePortfolio Manager, the commencement Company, the Securities Intermediary or the Collateral Administrator (in the case of any suitthe Securities Intermediary and the Collateral Agent, or a final judgment for possession shall reinstate, continue or extend to the Term of this Lease or affect any extent such notice, demand, suit or judgment. No partial payment by Tenant Person is not the Collateral Agent) shall be deemed made to such Person at the account designated by such person in writing to the Collateral Agent. The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders in respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date; provided, that to the extent any currency exchange is required to make payments, such notice shall be delivered at least three (3) Business Days before such Interest Payment Date, Maturity Date or Additionally Distribution Date, as applicable. All payments not made directly to a Person specified above shall be made as directed in writing by the Administrative Agent to the account designated by the Administrative Agent, the Company or the applicable recipient to the Collateral Agent in writing. Subject to Section 3.03 hereof, all payments by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in USD, other than on account payments of the full amount otherwise dueinterest and principal made in respect of Tranche A Advances denominated in a Permitted Non-USD Currency, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord which shall be entitled to accept made in the applicable Permitted Non-USD Currency of such payment without compromise or prejudice to any Advance. All interest calculated using a Reference Rate hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the rights Base Rate hereunder shall be computed on the basis of Landlord hereunder or under any Applicable Laws a year of 365 days in each case, payable for the actual number of days elapsed (defined in Section 6.3.1, belowincluding the first day but excluding the last day). In connection with the event that confirmation of matters set forth in the Commencement Date or the expiration definitions of the Term terms “Permitted Distribution,” “Permitted Principal Distribution” and “Permitted Tax Distribution” for which its confirmation is required, the Administrative Agent shall use commercially reasonable efforts to provide such confirmation (or the date of any earlier termination of this Leaselack thereof) falls on a date other than to the first or last day of a calendar month, respectively, Collateral Agent and the Rent payable Collateral Administrator within the notice period for such partial calendar month shall be prorated based on a per diem basis. For purposes of this LeasePermitted Distribution, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether Permitted Principal Distribution or not denominated as such, shall constitute “Additional RentPermitted Tax Distribution.”
Appears in 1 contract
Samples: Loan and Security Agreement (Fidelity Private Credit Central Fund LLC)
Payments Generally. Base RentAll payments to be made by the Borrower hereunder and the other Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms of Additional Rent such payments shall be made to the Lender in immediately available funds not later than 12:00 noon (defined in this Section 3.3, belowEast Coast time) payable hereunder on the date specified herein. All amounts received by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without the Lender after such time on any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. If any payment to be other than made by the Borrower shall fall due on account of the full amount otherwise duea day that is not a Business Day, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such next succeeding Business Day would fall after the applicable Maturity Date, payment without compromise or prejudice to any of shall be made on the rights of Landlord immediately preceding Business Day. Except as otherwise expressly provided herein, all payments hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month Loan Document shall be prorated based on a per diem basismade in Dollars. For purposes of this LeaseUnless Lender sends notice to the Borrower will alternative payment instructions, all amounts (other than Base Rent) payable by Tenant payments to Landlord pursuant to this Lease, whether Lender should be made either via ACH or not denominated as such, shall constitute “Additional Rent.”wire transfer via the following payment instructions: For ACH delivery: Bank Routing Number: XXXXXXXXX Account Number: XXXXXXXXXXXX Account Name: XXXXXXXXXX For Wire Transfers: Bank Routing Number: XXXXXXXXX SWIFT Code: XXXXXXXX General Bank Reference Address: XXXXXXXXXX Account Number: XXXXXXXXX Account Name: XXXXXXXXXXX
Appears in 1 contract
Payments Generally. Base Rent(I) Except as provided below, all forms payments, including prepayments, of Additional Rent (defined in this Section 3.3principal and interest on the Revolving Loans, below) payable hereunder by Tenant of the Commitment Fee, the Letter of Credit Fees and of all other amountsamounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, the Letter of Credit Fees together with all of such other fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall being sometimes hereinafter collectively be referred to herein as “Rent”)the "FEES") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Revolving Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled to accept payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Payments Generally. Base Rentshall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a(b) Business Day, all forms payment shall be made on the next following Business Day, and such extension of Additional Rent (defined time shall be reflected in this Section 3.3, below) payable hereunder by Tenant and all other amounts, computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency RateSOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the(c) date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Xxxxxx, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall (i) each constitute rent payable hereunder (and shall sometimes collectively not be referred to herein as “Rent”so required to), (iiin reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: if the Borrower failed to make such payment, each Lender shall forthwith on(i) be payable demand repay to Landlord when due without any prior notice or demand therefor the Administrative Agent the portion of such assumed payment that was made available to such Lender in lawful money Same Day Funds, together with interest thereon in respect of each day from and including the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable date such amount was made available by the Administrative Agent to Landlord such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing effect; and if any Lender failed to Tenantmake such payment, such Lender shall forthwith on(ii) demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. No receipt of money by Landlord from Tenant after If such Xxxxxx does not pay such amount forthwith upon the termination of this LeaseAdministrative Agent’s demand therefor, the service Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to be other than on account relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the full Administrative Agent to any Lender or the Borrower with respect to any amount otherwise dueowing under this Section 2.12(c) shall be conclusive, nor shall absent manifest error. If any endorsement or statement on Lender makes available to the Administrative Agent funds for any check or any letter accompanying any check or payment be deemed an accord and satisfactionLoan to be(d) made by such Lender as provided in the foregoing provisions of this Article II, and Landlord shall be entitled such funds are not made available to accept such payment without compromise the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or prejudice to any of waived in accordance with the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectivelyterms hereof, the Rent payable for Administrative Agent shall return such partial calendar month shall be prorated based on a per diem basisfunds (in like funds as received from such Lender) to such Lender, without interest. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”- 95-
Appears in 1 contract
Samples: Credit Agreement (Prestige Consumer Healthcare Inc.)
Payments Generally. Base RentAll payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 o’clock Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all forms of Additional Rent which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (defined other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 o’clock Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute to the Lenders all payments received by it for the account of the Lenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Section 3.3Agreement and the expiration or cancellation of all Letters of Credit and payment in full of all principal, below) payable hereunder by Tenant and all other interest, reimbursement amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (expenses and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when other amounts due without any prior notice or demand therefor in lawful money of from the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Borrowers hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx any Notes “cancelled” and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentParent.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee and of all other amounts to be paid by the Borrowers under the Loan Documents (and shall the Commitment Fee, together with all such other fees, being sometimes hereinafter collectively be referred to herein as the “RentFees”)) shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. Eastern time on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrowers to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. Eastern time on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrowers and each Credit Party, any payment by the Borrowers to the Administrative Agent for the account of such Credit Party shall be deemed to be other than on payment by the Borrowers to such Credit Party. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the full amount otherwise dueappropriate recipient promptly following receipt thereof. Notwithstanding the foregoing, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfactionall payments pursuant to Sections 3.5, 3.6, 3.7, and Landlord 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to accept Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the Fees) interest shall be payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after (A) with respect to Revolving Loans, the Revolving Maturity Date and (B) with respect to Term Loans, the Term Loan Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Samples: Newtek Credit Agreement (Newtek Business Services Corp.)
Payments Generally. Base Rent(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. on the date specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in any Alternative Currency, the Borrowers shall make such payment in Dollars in the Dollar Amount of the applicable foreign currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3, below) payable hereunder like funds as received by Tenant and all other amounts, fees, wire transfer to such Lender’s Lending Office. All payments or charges payable hereunder received by Tenant shall the Administrative Agent (i) each constitute rent payable hereunder after 2:00 p.m. (and shall sometimes collectively be referred to herein as “Rent”New York, New York time), in the case of payments in Dollars, or (ii) after the Applicable Time in the case of payments in any Alternative Currency, shall in each case be payable deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to Landlord when accrue. (b) If any payment to be made by any Borrower shall come due without on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (c) Unless the Administrative Borrower has notified the Administrative Agent, prior to the date any prior notice payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or demand therefor in lawful money of an L/C Issuer hereunder, that the United States without any abatementBorrowers will not make such payment, offset or deduction whatsoever the Administrative Agent may assume that the Borrowers have timely made such payment and may (except as specifically provided otherwise hereinbut shall not be so required to), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or reliance thereon, make available a corresponding amount to such other person Lender or L/C Issuer. If and to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept extent that such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”was
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Payments Generally. Base RentAll payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all forms of Additional Rent which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer or a Swingline Lender as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (defined other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. 63 All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute to the Lenders all payments received by it for the account of the Lenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Section 3.3Agreement and the expiration or cancellation of all Letters of Credit and payment in full in cash of all principal, below) payable hereunder by Tenant and all other interest, reimbursement amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (expenses and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when other amounts due without any prior notice or demand therefor in lawful money of from the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Borrowers hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx any Notes “cancelled” and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentParent.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor (except as provided herein) in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term Expiration Date (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”” All Rent payable hereunder, except for Base Rent and except as otherwise specifically set forth herein, shall be payable in arrears within thirty (30) day of invoice by Landlord.
Appears in 1 contract
Payments Generally. Base Rent(a) All payments to be made by the Borrowers of principal, interest, fees and other Obligations shall be absolute and unconditional and shall be made without condition or deduction for any counterclaim, defense, recoupment, setoff or rescission. Except as otherwise expressly provided herein, all forms payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. New York time on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. New York time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of “Interest Period”, below) payable hereunder if any payment to be made by Tenant the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be. (c) Unless any Borrower or charges payable hereunder any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that any Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if any Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord immediately available funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may Federal Funds Rate from time to time designate in writing effect; and (ii) if any Lender failed to Tenant)make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent (the “ Compensation Period ”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. No receipt of money by Landlord from Tenant after If such Lender pays such amount to the termination of this LeaseAdministrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the service Administrative Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any noticedefault by such Lender hereunder. (iii) In the event that any Lender fails to make available to the Administrative Agent such Lender’s Pro Rata Share of any Borrowing by the Borrowers in accordance with the provisions of Section 2.02 hereof, and the Borrowers do not repay to the Administrative Agent such Lender’s Pro Rata Share of the Borrowing within three (3) Business Days after such Borrowing, the commencement Administrative Agent shall have the right to recover such Lender’s Pro Rata Share of the Borrowing directly from such Lender, together with interest thereon from the date of the Borrowing at the rate per annum applicable to such Borrowing. In addition, until the Agent recovers such amount, (x) such Lender shall not be entitled to receive any suitpayments under Sections 2.05 , 2.07 or a final judgment 2.08 hereof, and (y) for possession shall reinstatepurposes of voting on or consenting to other matters with respect to this Agreement or the other Loan Documents, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant Lender’s Commitment shall be deemed to be other than on account zero and such Lender shall not be considered to be a Lender. A notice of the full Administrative Agent to any Lender or the Borrower Representative with respect to any amount otherwise dueowing under this subsection (c) shall be conclusive, nor shall absent manifest error. (d) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any endorsement Lender to make any Loan or statement to fund any such participation on any check or date required hereunder shall not relieve any letter accompanying any check or payment be deemed an accord and satisfactionother Lender of its corresponding obligation to do so on such date, and Landlord no Lender shall be entitled to accept such payment without compromise or prejudice to any of responsible for the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date failure of any earlier termination of this Lease) falls on a date other than the first Lender to so make its Loan or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basispurchase its participation. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”2.13
Appears in 1 contract
Samples: Credit and Guaranty Agreement
Payments Generally. Base RentThe first Interest Period hereunder shall commence on and include July 25, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (2024 and shall sometimes collectively be referred to herein as “Rent”)end on and include August 14, (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money 2024. Thereafter during the term of the United States without any abatementLoan, offset or deduction whatsoever each Interest Period shall commence on the fifteenth (except as specifically provided otherwise herein), and (iii15th) be payable to Landlord at the address of Landlord specified in Item 17 day of the Basic Lease Information calendar month preceding the calendar month in which the related Payment Date occurs and shall end on and include the fourteenth (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account 14th) day of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basisin which the related Payment Date occurs. For purposes of this Leasemaking payments hereunder, all but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal of the Loan due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including (other than Base Rentx) payable by Tenant with respect to Landlord any portion of the Loan that is not subject to a Rated Securitization, the Maturity Date or (y) with respect to any portion of the Loan that is subject to a Rated Securitization, the last day of the related Interest Period. All amounts due pursuant to this LeaseAgreement and the other Loan Documents shall be payable without setoff, whether counterclaim, defense or any other deduction whatsoever unless required by applicable law. In connection with the first pooled Securitization of the Loan, Lender shall have the right, in its sole discretion, upon not denominated less than ten (10) Business Days prior written notice to Borrower, to change the Payment Date to a different calendar day and/or the Interest Period to different starting and ending calendar days and, if requested by Xxxxxx, Borrower shall promptly execute an amendment to this Agreement to evidence such changes; provided, however, that if Lender shall have elected to change the Payment Date as suchaforesaid, Lender shall constitute “Additional Rentalso be required to adjust the Interest Period such that the Payment Date is the day following the last day of the Interest Period. All payments of principal and interest shall be applied to Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-9 on a pro rata and pari passu basis.”
Appears in 1 contract
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share provided for under this Agreement) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., belowshall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder If any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of SOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”effect; and
Appears in 1 contract
Samples: Existing Credit Agreement (Prestige Consumer Healthcare Inc.)
Payments Generally. Base RentExcept as provided below, all forms payments, including prepayments, of Additional Rent (defined in this Section 3.3principal and interest on the Loans, below) payable hereunder by Tenant of the Commitment Fee, any Incremental Commitment Fee, any Incremental Upfront Fee and of all other amountsamounts to be paid by the Borrower under the Loan Documents (the Commitment Fee, any Incremental Commitment Fee, and any Incremental Upfront Fee, any LC Fee and any LC Upfront Fee together with all such other fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall being sometimes hereinafter collectively be referred to herein as “Rent”)the "Fees") shall, (ii) except as specified below, be payable made to Landlord when due without any the Administrative Agent, prior notice or demand therefor in lawful money to 1:00 p.m., Boston, Massachusetts time, on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m., Boston, Massachusetts time, on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4, all Incremental Upfront Fees and all LC Upfront Fees shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled to accept payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the maturity date of the relevant Facility, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, belowa) payable hereunder by Tenant and all other amounts, fees, All payments to the Administrative Agent or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money Lender that is an Affiliate of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) Administrative Agent shall be payable made to Landlord the Administrative Agent at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate account designated in writing to Tenantthe Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). No receipt All payments made to any other Lender, the Servicer, the Company, the Securities Intermediary or the Collateral Administrator (in the case of money the Securities Intermediary and the Collateral Administrator, to the extent such Person is not the Collateral Agent) shall be made to such Person at the account designated by Landlord from Tenant such person in writing to the Collateral Agent and the Collateral Administrator. The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Company promptly after the termination end of this Leasea Calculation Period (but at least two (2) Business Days prior to a Payment Date) of the calculation of amounts payable to the Financing Providers (including the applicable Benchmarks) in respect of the Financings and the amounts payable to the Company. Within two (2) Business Days after each Calculation Date, the service of any noticeAdministrative Agent shall deliver an invoice to the Company, the commencement Collateral Agent and the Collateral Administrator in respect of any suit, or a final judgment the interest due on such Payment Date. All payments to the Administrative Agent not made for possession shall reinstate, continue or extend distribution to the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant Lenders shall be deemed made as directed in writing by the Administrative Agent. All payments hereunder to the Secured Parties shall be made without setoff or counterclaim. All payments hereunder shall be made in USD other than on account payments of the full amount otherwise dueinterest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord which shall be entitled to accept made in the applicable Permitted Non-USD Currency of such payment without compromise or prejudice to any of Advance. All interest hereunder shall be computed on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day basis of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes year of this Lease, all amounts 360 days (other than interest calculated at the Base RentRate, which shall be calculated on the basis of a year of 365/366 days) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Except as otherwise set forth herein, all payments by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, on behalf of the Company hereunder shall constitute “Additional Rentbe made in accordance with the Priority of Payments.”
Appears in 1 contract
Samples: Loan and Security Agreement (Bain Capital Specialty Finance, Inc.)
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 2:00 p.m., Local Time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., belowLocal Time, shall (in the sole discretion of the Administrative Agent) payable hereunder by Tenant be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other amountspayments under each Loan Document shall be made in Dollars. (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency RateSOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each constitute rent payable hereunder (day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money immediately available funds at the greater of the United States without any abatementFederal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant it being understood that nothing herein shall be deemed to be other than on account of relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date Administrative Agent or the expiration of the Term (or the date Borrower may have against any Lender as a result of any earlier termination of this Leasedefault by such Lender hereunder; and (ii) falls if any Lender failed to make such payment, such Lender shall forthwith on a date other than demand pay to the first or last day of a calendar monthAdministrative Agent the amount thereof in immediately available funds, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”-120- #96501157v12
Appears in 1 contract
Payments Generally. Base RentAll payments to be made by the Borrower shall be made free and clear of any Liens and without restriction, condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided below, all forms payments made with respect to the Loans on each Payment Date and Interest Payment Date shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share of the principal amount paid according to the outstanding principal amounts of the applicable Loan held by the Lenders (defined or other applicable share of such payment as expressly provided herein) in this Section 3.3like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, below) payable hereunder by Tenant payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments or charges payable hereunder by Tenant shall (i) as the case may be. Unless and until each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatementAdministrative Agent and the Borrower receives written notice to the contrary from NY Green Bank, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 each of the Basic Lease Information (Administrative Agent and the Borrower shall pay all amounts that are due and payable by it to Vivint Solar Financing NYGB Entity as a Lender [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. under this Agreement directly to, Account Number [***], ABA [***] or to such other person account or Person designated by NY Green Bank, as may be notified to such other place as Landlord may each of the Administrative Agent, the Collateral Agent and the Borrower in writing from time to time designate in writing by NY Green Bank until the date of receipt by the Administrative Agent of the NY Green Bank Termination Notice; provided, that prior to Tenant). No receipt any distribution of money by Landlord from Tenant after collateral proceeds payable to Vivint Solar Financing NYGB Entity pursuant to Section 2.02 of the termination of this LeaseCollateral Agency Agreement, the service Administrative Agent shall direct the Collateral Agent to instruct the Depository Bank, in accordance with Section 3.05(a) of the Depository Agreement, to pay any notice, amounts due to Vivint Solar Financing NYGB Entity as a Secured Party pursuant Section 2.02 of the commencement Collateral Agency Agreement to an account held in the name of any suit, or a final judgment for possession shall reinstate, continue or extend Vivint Solar Financing NYGB Entity and designated by NY Green Bank to the Term Collateral Agent pursuant to Section 10.2.4 of this Lease or affect any such notice, demand, suit or judgmentthe NY Green Bank Loan Agreement. No partial payment by Tenant All amounts so paid shall be deemed paid to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or Vivint Solar Financing NYGB Entity as a Lender under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentAgreement.”
Appears in 1 contract
Payments Generally. Base RentThe Borrowers shall be obligated to make each payment required to be made by the Borrowers hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or otherwise) to Lender at its offices in Boston, Massachusetts, prior to 3:00 p.m., Boston, Massachusetts time, on the date when due (except that if any payment shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension). All payments shall be made in immediately available funds, in U.S. dollars without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. Notwithstanding anything to the contrary set forth herein, subject to the conditions to the funding of Loans set forth herein, all forms payments of Additional Rent (defined interest, fees and any other amounts due to be paid by the Borrowers hereunder shall be made through the automatic funding of Base Rate Loans in this Section 3.3amounts equal to the amounts of such interest, below) payable hereunder fees or other amounts due to be paid by Tenant the Borrowers hereunder, and all other amountsthe Borrowers hereby irrevocably authorize and direct the Lender to take such actions as may be necessary to effectuate such automatic funding of Base Rate Loans, feesand, payments or charges payable hereunder upon funding of any such Base Rate Loan, the Borrowers' obligation to make such payment shall be discharged and replaced by Tenant shall the resulting Base Rate Loan. The Borrowers expressly acknowledge and agree that (i) each constitute rent payable hereunder the Lender may, in its sole discretion, effectuate the automatic funding of a Loan pursuant to this subsection 2.6(a) even though at the time of, or after giving effect to, the funding of such Loans the Revolving Credit Exposure exceeds the lesser of (x) the Revolving Credit Commitment and shall sometimes collectively be referred to herein as “Rent”)(y) the Borrowing Base, and (ii) be payable to Landlord when due without if any prior notice one or demand therefor in lawful money more of the United States without conditions to the funding of Loans cannot be satisfied and the Lender, in its sole discretion, refuses to fund a Base Rate Loan in an amount sufficient to satisfy the amount of any abatementinterest, offset fees or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Leaseamounts due hereunder, the service of any notice, the commencement of any suit, or a final judgment for possession Borrowers shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed remain obligated to be other than on account of pay the full amount otherwise of such interest, fees or other amounts as and when the same shall become due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”
Appears in 1 contract
Samples: Credit and Security Agreement (Alternative Resources Corp)
Payments Generally. Base RentAll payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 o’clock Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all forms of Additional Rent which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (defined other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 o’clock Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute to the Lenders all payments received by it for the account of the Lenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Section 3.3Agreement and the expiration or cancellation of all Letters of Credit and payment in full of all principal, below) payable hereunder by Tenant and all other interest, reimbursement amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (expenses and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when other amounts due without any prior notice or demand therefor in lawful money of from the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Borrowers hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx any Notes “cancelled” and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentParent.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Generally. Base Rent, all forms of Additional Rent (defined All payments under this Agreement or the Notes shall be made in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Dollars in funds which are immediately available not later than 1:00 p.m. on the relevant dates specified herein at the address JPMorgan Chase Office for the account of Landlord specified in Item 17 of the Basic Lease Information (or to each Lender and any payment made after such other person or to time on such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall due date will be deemed to be other than have been made on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below)next succeeding Banking Day. In the event that any payment (other than with respect to the Commencement Date principal of the Loans) under this Agreement becomes due, the Agent, at its discretion without the requirement of obtaining the consent of or giving prior notice to the Borrowers, may make a Revolving Credit Loan to the Borrowers for the amount thereof (or during the continuance of an Event of Default, debiting the Collateral Account for the payment thereof to the Lenders). The Agent, or any Lender (subject to SECTION 11.17) for whose account any such payment is to be made, may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrowers with the Agent or such Lender, as the case may be, and any Lender so doing shall promptly notify the Agent. Subject to SECTION 11.16, the Borrowers shall, at the time of making each payment under this Agreement or the expiration of Notes, specify to the Term (Agent the principal or other amount payable by the Borrowers under this Agreement or the Notes to which such payment is to be applied and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may, subject to SECTION 11.16, apply such payment as it may elect in its sole discretion. If the due date of any earlier termination of payment under this Lease) falls Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date other than shall be extended to the first next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or last day under any Note for the account of a calendar month, respectively, the Rent payable for such partial calendar month Lender shall be prorated based on a per diem basis. For purposes paid promptly to such Lender, in immediately available funds, for the account of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentsuch Lender's Lending Office.”
Appears in 1 contract
Samples: Credit Agreement (Hawk Corp)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (the Commitment Fee and shall the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "FEES") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled to accept payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder (except with respect to principal of, interest on, and other amounts relating to, Loans denominated in a Committed Currency) shall be made to the Paying Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Paying Agent's Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower with respect to principal of, interest on, and other amounts relating to, Loans denominated in a Committed Currency shall be made to the Paying Agent, for the account of the respective Lenders to which such payment is owed, at the Payment Office in such Committed Currency and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Paying Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Paying Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, below) payable hereunder by Tenant payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided, however, that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Paying Agent, prior to the date any payment is required to be made by Tenant it to the Paying Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Paying Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the 44Person entitled thereto. If and to the extent that such payment was not in fact made to the Paying Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Paying Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Paying Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Paying Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord immediately available funds at the address higher of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may A) Federal Funds Rate from time to time designate in writing effect in the case of Loans denominated in Dollars or (B) the cost of funds incurred by the Paying Agent in respect of such amount in the case of Loans denominated in Committed Currencies; and (ii) if any Lender failed to Tenant)make such payment, such Lender shall forthwith on demand pay to the Paying Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Paying Agent to the Borrower to the date such amount is recovered by the Paying Agent (the "Compensation Period") at a rate per annum equal to the higher of (A) Federal Funds Rate from time to time in effect in the case of Loans denominated in Dollars or (B) the cost of funds incurred by the Paying Agent in respect of such amount in the case of Loans denominated in Committed Currencies. No receipt If such Lender pays such amount to the Paying Agent, then such amount shall constitute such Lender's Loan included in the applicable Borrowing in the case of money Loans denominated in Dollars or (B) the cost of funds incurred by Landlord from Tenant after the termination Paying Agent in respect of this Leasesuch amount in the case of Loans denominated in Committed Currencies. If such Lender does not pay such amount forthwith upon the Paying Agent's demand therefor, the service Paying Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Paying Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Paying Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Paying Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Paying Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Paying Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Paying Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 45 (g) Whenever any payment received by the Paying Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Paying Agent and applied by the Agents and the Lenders in the order of priority set forth in Section 8.03. If the Paying Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Paying Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender's Pro Rata Share of the sum of (A) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (h) To the extent that the Paying Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than on account the currency or currencies required to enable the Paying Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.12, the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Paying Agent shall be entitled to accept convert or exchange such payment without compromise funds into Dollars or prejudice into a Committed Currency or from Dollars to any a Committed Currency or from a Committed Currency to Dollars, as the case may be, to the extent necessary to enable the Paying Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that the Borrower and each of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event Lenders hereby agree that the Commencement Date Paying Agent shall not be liable or responsible for any loss, cost or expense suffered by the expiration Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(h) or as a result of the Term failure of the Paying Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Paying Agent and each Lender, and hold the Paying Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Paying Agent or any Lender for any conversion or exchange of currencies (or the date of failure to convert or exchange any earlier termination of currencies) in accordance with this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basisSection 2.12(h). For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”2.13
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Payments Generally. Base RentAll payments of principal of, and interest on, the Obligations under this Credit Agreement by any Borrower Party to or for the account of Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by such Borrower Party. Except as otherwise expressly provided herein, all forms of Additional Rent (defined in this Section 3.3, below) payable payments by the Borrower Parties hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed made to be other than on Administrative Agent, for the account of the full amount otherwise duerespective Lenders and Lender Groups to which such payment is owed, nor at Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. Funds received by Administrative Agent after 1:00 p.m. shall be treated for all purposes as having been received by Administrative Agent on the first Business Day next following receipt of such funds and any endorsement applicable interest or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfactionfees shall continue to accrue. Except as provided in Section 13.11(c) hereof, and Landlord except for Swingline Loans repaid to the Swingline Lender before the provisions of Section 2.07(d)(i) become applicable, each Lender shall be entitled to accept receive its applicable share of each payment received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to the appropriate Funding Agent. If any payment to be made by any Borrower Party shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such payment without compromise extension of time shall be reflected in computing interest or prejudice fees, as the case may be. Each Funding Agent agrees to any use reasonable efforts to apply the amounts received in respect of such 4857-3757-1665 v.17 repayments to the outstanding Loans of the rights Lenders members of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent its Lender Group so as to minimize broken funding payments payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentSection 4.05.”
Appears in 1 contract
Samples: Revolving Credit Agreement (TCW Direct Lending LLC)
Payments Generally. Base RentAll payments of the principal, all forms Prepayment Price, Redemption Price and Purchase Price of, and interest on, the Series 2020 D Bonds shall be made by the Authority at the times, in the manner and on the terms and conditions set forth in the General Bond Resolution, the Series 2020 Resolution (including the Certificate of Additional Rent (defined in Determination) and the Series 2020 D Bonds. All payments to be made by or on behalf of the Authority to the Purchaser under the other Related Documents and this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant Agreement shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord fully earned when due without any prior notice or demand therefor and nonrefundable when paid and made in lawful money currency of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), of America and (iii) be in immediately available funds. All Required Payments payable to Landlord the Purchaser hereunder, unless otherwise directed by the Purchaser in writing, shall be paid by wire transfer to the Purchaser’s account at the address of Landlord specified in Item 17 of the Basic Lease Information __________________________________ (or to such other person account of the Purchaser as the Purchaser may specify by written notice to the Authority or to such other place as Landlord may from time to time designate in writing to Tenant)the Trustee) not later than 3:30 p.m. New York, New York time, on the date payment is due. No receipt of money Any payment received by Landlord from Tenant the Purchaser after the termination of this Lease3:30 p.m., the service of any noticeNew York, the commencement of any suitNew York time, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to have been received by the Purchaser on the next Business Day. If any payment hereunder is due on a day that is not a Business Day, then such payment shall be other than due on account the next succeeding Business Day, and, in the case of the full computation of the interest or fees hereunder, such extension of time shall, in such case, be included in the computation of the payment due hereunder. If at any time insufficient funds are received by and available to the Purchaser to pay fully all amounts of principal, interest and fees then due under the Series 2020 D Bonds or hereunder, such funds shall be applied first, to payment of that portion of the Required Payments constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Purchaser and amounts payable under Section 2.06) payable to the Purchaser, second, to payment of that portion of the Required Payments constituting accrued and unpaid interest on the Series 2020 D Bonds or other amount otherwise dueunpaid hereunder (and, nor shall in any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord such case, first to past due interest and satisfactionsecond to current interest), and Landlord shall be entitled third, to accept such payment without compromise or prejudice to any of that portion of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration Required Payments constituting unpaid principal of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentSeries 2020 D Bonds.”
Appears in 1 contract
Samples: Bondholder Agreement
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Tranche A Commitment Fee, the Letter of Credit Fees and of all other amounts to be paid by the Borrower under the Loan Documents (and shall the Tranche A Commitment Fee, the Letter of Credit Fees, together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "FEES") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.4, 3.5, 3.6 and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the (i) with respect to accept Tranche A Loans and Letters of Credit, the Tranche A Maturity Date and (ii) the Tranche C Loans, the Tranche C Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Samples: Credit Agreement (Arch Communications Group Inc /De/)
Payments Generally. Base Rent, all forms of Additional Rent Borrowers shall pay to Lender on each Payment Date (defined in this Section 3.3, belowa) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall the interest accrued on the Reduced Acquisition Loan for the preceding Interest Period (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as the “RentReduced Acquisition Loan Monthly Interest Payment”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iiib) be payable the interest accrued on the Construction Loan for the preceding Interest Period (the “Construction Loan Monthly Interest Payment”), except that Borrowers paid to Landlord at Lender an amount equal to the address of Landlord specified in Item 17 of interest accrued on the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after Outstanding Principal Balance for the termination of this Lease, initial Interest Period on the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basisClosing Date. For purposes of this Leasemaking payments hereunder, all but not for purposes of calculating Interest Periods, if the day on which such payment (including, without limitation, payments due on the Maturity Date) is due is not a Business Day, then amounts (other than Base Rent) due on such date shall be due on the immediately preceding Business Day. With respect to payments of principal due on the Maturity Date, interest shall be payable by Tenant to Landlord at the Applicable Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding such Maturity Date. All amounts due pursuant to this LeaseAgreement and the other Loan Documents shall be payable without setoff, whether counterclaim, defense or any other deduction whatsoever, except as otherwise expressly provided in Section 2.2.3(e) hereof. Lender shall have the right from time to time, in its sole discretion, upon not denominated as suchless than ten (10) days prior written notice to Borrowers, to change the monthly Payment Date to a different calendar day and to correspondingly adjust the Interest Period and Lender and Borrowers shall constitute “Additional Rentpromptly execute an amendment to this Agreement to evidence any such changes.”
Appears in 1 contract
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share provided for under this Agreement) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., belowshall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder If any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord effect; and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”- 90-
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Payments Generally. Base Rent(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon, New York, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 noon, belowNew York, New York time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder Subject to the definition of “Interest Period”, if any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, as the case may be. (c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments or charges and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable hereunder on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct. (d) Unless the Borrower has notified the Administrative Agent prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment in accordance herewith and may (but shall (i) each constitute rent payable hereunder (and shall sometimes collectively not be referred to herein as “Rent”so required to), (ii) be payable in reliance thereon, make available a corresponding amount to Landlord when due without any prior notice the Lenders or the L/C Issuer Issuers entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then each Lender and the each L/C Issuer, as the case may be, severally agrees to forthwith on demand therefor repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the such L/C Issuer, as applicable in lawful money immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the greater of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may Federal Funds Rate from time to time designate in writing to Tenant). No receipt of money effect and a rate determined by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than Administrative Agent in accordance with banking industry rules on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentinterbank compensation.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Tranche B Commitment Fee and of all other amounts to be paid by the Borrower under the Loan Documents (and shall the Tranche B Commitment Fee together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "FEES") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.4, 3.5, 3.6 and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled to accept payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the Tranche B Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Samples: Credit Agreement (Arch Communications Group Inc /De/)
Payments Generally. Base RentAll payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, fees, reimbursement of LC Disbursements, indemnity, expenses or other amounts due from the Parent or any Other Borrower hereunder or under any Loan Document in Dollars shall be payable by 12:00 Noon, New York time, on the day when due without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all forms of Additional Rent which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer or a Swingline Lender as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available at such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without presentment, demand, protest or notice of any kind (defined other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any payment or prepayment received by the Administrative Agent after 12:00 Noon, New York time on any day shall be deemed to have been received on the next succeeding Business Day. All payments to be made by a Lender under Section 4.05(c)(i) shall be made to the Administrative Agent at its Office without set-off, withholding, counterclaim or other deduction of any nature. All payments hereunder of (i) principal or interest in respect of any Loan shall be made in the currency in which such Loan is denominated, (ii) reimbursement obligations (and interest in respect of reimbursement obligations) shall be made in the currency in which the Letter #89365364v21 of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Document shall be made in Dollars. The Administrative Agent shall distribute to the Lenders all payments received by it for the account of the Lenders from any Borrower as promptly as practicable after receipt by the Administrative Agent. Except as expressly contemplated by Section 4.01(c), all payments on account of Revolving Credit Loans shall be distributed to the Lenders Pro Rata. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Section 3.3Agreement and the expiration or cancellation of all Letters of Credit and payment in full in cash of all principal, below) payable hereunder by Tenant and all other interest, reimbursement amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (expenses and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when other amounts due without any prior notice or demand therefor in lawful money of from the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord Borrowers hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx any Notes “cancelled” and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentParent.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Generally. Base RentExcept to the extent otherwise provided herein, all forms payments of Additional Rent (defined principal of and interest on Loans made in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein)Dollars, and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rentthe principal of and interest on Eurodollar Loans made in an Alternative Currency) payable by Tenant the Borrower under this Agreement and the Note shall be made in Dollars, and all payments of principal and interest on Eurodollar Loans made in an Alternative Currency shall be made in such Alternative Currency in immediately available funds not later than 1:00 p.m. New York time (in the case of Loans denominated in Dollars) or 11:00 a.m. local time in the location of the Agent's Account (in the case of Eurodollar Loans denominated in an alternative Currency) on the date on which such payments shall become due (each such payment made after such time on such date to Landlord be deemed to have been made on the next succeeding Banking Day); provided that, when a new loan is to be made by each Bank on the date the Borrower is to repay any principal of an outstanding Loan in the same Currency, such Bank shall apply the proceeds thereof to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to the Borrower as provided in Section 2.04 or paid by the Borrower to such Bank pursuant to this LeaseSection 2.12, whether as the case may be. The Agent, or any Bank for whose account such payment is to be made, may (but shall not denominated be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Bank, as suchthe case may be, and any Bank so doing shall constitute “Additional Rentpromptly notify the Agent. The Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Agent the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Agent may apply such payment as it may elect in its sole and absolute discretion (subject to Section 10.16). If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by the Agent hereunder or under the Notes for the account of a Bank shall be paid promptly to such Bank, in immediately available funds, for the account of such Bank's Lending Office.”
Appears in 1 contract
Samples: Credit Agreement (Hardinge Inc)
Payments Generally. Base RentAll payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon, Chicago time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 noon, below) payable hereunder Chicago time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period,” if any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments or charges payable hereunder as the case may be. If at any time insufficient funds are received by Tenant and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”)Lender, (ii) be payable second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein)such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be payable made by it to Landlord the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may Federal Funds Rate from time to time designate in writing effect; and if any Lender failed to Tenant)make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. No receipt of money by Landlord from Tenant after If such Lender pays such amount to the termination of this LeaseAdministrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the service Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to be other than on account relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the full Administrative Agent to any Lender with respect to any amount otherwise dueowing under this subsection (d) shall be conclusive, nor absent manifest error. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any endorsement Lender to make any Loan or statement to fund any such participation on any check date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or any letter accompanying any check or payment purchase its participation. Nothing herein shall be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise obligate any Lender to obtain the funds for any Loan in any particular place or prejudice manner or to constitute a representation by any of Lender that it has obtained or will obtain the rights of Landlord hereunder funds for any Loan in any particular place or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentmanner.”
Appears in 1 contract
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.33.4, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall shall: (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord in full when due without any prior notice or demand therefor in lawful money of the United States Canada without any demand, abatement, offset deduction, set-off or deduction reduction whatsoever (except except, in each case, as specifically provided otherwise hereinexpressly set forth in Sections 3.2.2, 9.1.3 and 9.1.6 of this Lease), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 12 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights or remedies of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord or otherwise pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”” At Landlord’s request, Tenant will participate in an electronic funds transfer system or similar system whereby Tenant will authorize its bank, trust company, credit union or other financial institution to credit Landlord’s or Holder’s bank account each month in an amount equal to the Base Rent and any Additional Rent payable on a monthly basis pursuant to the provisions of this Lease along with all applicable Sales Taxes thereon from time to time.
Appears in 1 contract
Samples: Indemnity Agreement (Equinix Inc)
Payments Generally. Base RentAll payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. Except as otherwise expressly provided herein all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 11:00 a.m., San Francisco time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (defined or other applicable share as provided herein) of such payment in this Section 3.3like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 11:00 a.m., below) payable hereunder San Francisco time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments in respect of any Interest Rate Swap shall be made as provided in the applicable Joinder Agreement and attachments thereto. Subject to the definition of "Interest Period," if any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments or charges payable hereunder as the case may be. If at any time insufficient funds are received by Tenant and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”)Lender, (ii) be payable second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein)such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be payable made by it to Landlord the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds, at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Federal Funds Rate from time to time designate in writing effect; and if any Lender failed to Tenant)make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. No receipt of money by Landlord from Tenant after If such Lender pays such amount to the termination of this LeaseAdministrative Agent, then such amount shall constitute such Lender's Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the service Administrative Agent may make a demand therefor on the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to be other than on account relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the full Administrative Agent to any Lender with respect to any amount otherwise dueowing under this subsection (d) shall be conclusive, nor absent manifest error. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to Credit Extensions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. The obligations of each Revolving Lender hereunder to make Loans and to fund participations in Letters of Credit applicable to it, the obligations of each Term Lender hereunder with respect to its Term Loans, and the obligations of each Swap Counterparty hereunder to make Interest Rate Swaps are several and not joint. The failure of any endorsement Lender to make any Loan or statement to fund any such participation on any check date required hereunder shall not relieve any other applicable Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or any letter accompanying any check or payment purchase its participation. Nothing herein shall be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise obligate any Lender to obtain the funds for any Loan in any particular place or prejudice manner or to constitute a representation by any of Lender that it has obtained or will obtain the rights of Landlord hereunder funds for any Loan in any particular place or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentmanner.”
Appears in 1 contract
Samples: Credit Agreement (Solectron Corp)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee and of all other amounts to be paid by the Borrower under the Loan Documents (and shall the Commitment Fee, together with all of such other fees, being sometimes hereinafter collectively be referred to herein as “Rent”)the "FEES") shall be made to the Administrative Agent, (ii) be payable prior to Landlord when due without any prior notice or demand therefor in lawful money 1:00 p.m. on the date such payment is due, for the account of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord applicable Credit Parties at the address of Landlord specified Payment Office, in Item 17 Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Basic Lease Information (or Borrower to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect make any such notice, demand, suit or judgment. No partial payment by Tenant such time shall not constitute a Default, PROVIDED THAT such payment is made on such due date, but any such payment made after 1:00 p.m. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be other than payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under the Loan Documents shall be due and payable on account a day which is not a Business Day, the due date thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next Business Day and (except with respect to payments in respect of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord Fees) interest shall be entitled payable at the applicable rate specified herein during such extension, PROVIDED, HOWEVER, that if such next Business Day would be after (A) with respect to accept Facility A Loans, the Facility A Maturity Date and (B) with respect to Facility B Loans, the Facility B Maturity Date, such payment without compromise or prejudice to any of shall instead be due on the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentimmediately preceding Business Day.”
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Simmons Media Group Inc)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, belowa) payable hereunder Borrower shall make each payment required to be made by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements under Section 2.15, 2.16 or 2.17, or otherwise) prior to 10:00 am, Denver time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Lender at its offices at 0000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxx 00000, except that payments pursuant to Section 8.03 shall be made directly to the Persons entitled thereto. Lender shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. To effectuate any payment due under the Loan Documents, Borrower hereby authorizes Lender to initiate debit entries to any deposit account of Borrower maintained with Lender and to debit the same to such account. This authorization to initiate debit entries shall sometimes collectively be referred remain in full force and effect until Lender has received notification of its termination in such time and in such matter as to herein as “Rent”)afford Lender a reasonable opportunity to act on it. Borrower acknowledge (1) that such debit entries may cause an overdraft of any such account which may result in Lender’s refusal to honor items drawn on any such account until adequate deposits are made to such account, (ii2) be payable that Lender is not under any duty or obligation to Landlord when due without initiate any prior notice or demand therefor in lawful money of the United States without debit entry for any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein)purpose, and (iii3) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (that if a debit is not made because any such account does not have a sufficient available balance, or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Leaseotherwise, the service of any notice, the commencement of any suit, payment may be late or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise past due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”
Appears in 1 contract
Payments Generally. Base RentAll payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all forms payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share provided for under this Agreement) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m., below) payable hereunder shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Tenant the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of SOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall (i) each constitute rent payable hereunder (and shall sometimes collectively not be referred to herein as “Rent”so required to), (ii) be payable in reliance thereon, make available a corresponding amount to Landlord when due without any prior notice or the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: if the Borrower failed to make such payment, each Lender shall forthwith on demand therefor repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in lawful money Same Day Funds, together with interest thereon in respect of each day from and including the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable date such amount was made available by the Administrative Agent to Landlord such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing effect; and if any Lender failed to Tenantmake such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. No receipt of money by Landlord from Tenant after If such Lxxxxx does not pay such amount forthwith upon the termination of this LeaseAdministrative Agent’s demand therefor, the service Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of any notice, interest applicable to the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgmentapplicable Borrowing. No partial payment by Tenant Nothing herein shall be deemed to be other than on account relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the full Administrative Agent to any Lender or the Borrower with respect to any amount otherwise dueowing under this Section 2.12(c) shall be conclusive, nor absent manifest error. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lxxxxx as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any endorsement Lender to make any Loan or statement to fund any such participation on any check date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or any letter accompanying any check or payment purchase its participation. Nothing herein shall be deemed an accord and satisfaction, and Landlord shall be entitled to accept such obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. Whenever any payment without compromise received by the Administrative Agent under this Agreement or prejudice to any of the rights other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of Landlord hereunder or under this Agreement and the other Loan Documents on any Applicable Laws (defined date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 6.3.1, below)8.03. In If the event that Administrative Agent receives funds for application to the Commencement Date or the expiration Obligations of the Term (Loan Parties under or in respect of the date of any earlier termination of this Lease) falls on a date other than Loan Documents under circumstances for which the first or last day of a calendar month, respectivelyLoan Documents do not specify the manner in which such funds are to be applied, the Rent payable for Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such partial calendar month shall be prorated based on a per diem basis. For purposes funds to each of this Leasethe Lenders in accordance with such Lxxxxx’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, all amounts (in repayment or prepayment of such of the outstanding Loans or other than Base Rent) payable by Tenant Obligations then owing to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rentsuch Lender.”
Appears in 1 contract
Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.)
Payments Generally. Base Rent(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all forms payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of Additional Rent the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (defined or other applicable share provided for under this Agreement) of such payment in this Section 3.3like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 1:00 p.m. may, belowin each case, in the Administrative Agent’s reasonable discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) payable hereunder Except as otherwise provided herein, if any payment to be made by Tenant the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and all other amounts, such extension of time shall be reflected in computing interest or fees, payments as the case may be; provided that, if such extension would cause payment of interest on or charges payable hereunder principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Lead Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by Tenant it to the Administrative Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrowers failed to make such payment, each constitute rent payable hereunder (Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and shall sometimes collectively be referred including the date such amount was made available by the Administrative Agent to herein as “Rent”), (ii) be payable such Lender to Landlord when due without any prior notice or demand therefor the date such amount is repaid to the Administrative Agent in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Same Day Funds at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may applicable Overnight Rate from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”effect; and
Appears in 1 contract
Samples: Credit Agreement (Redwire Corp)
Payments Generally. Base RentAll payments under this Agreement, all forms of Additional Rent (defined in this Section 3.3the Note and the other Facility Documents shall be made by the Borrower to Lender at 0000 Xxxxxx xx xxx Xxxxxxxx, below) payable hereunder by Tenant and all other amountsXxx Xxxx, feesXX 00000, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord Lender may from time to time designate specify in writing in lawful currency of the United States of America in immediately available funds, without counterclaim or set off and free and clear of, and without deduction or withholding for, any taxes or other payments, not later than 12:00 noon New York, New York time on the relevant dates specified herein (each such payment made after such time on such due date to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to have been made on the next succeeding Business Day) by, unless Lender agrees to accept payment by other means, the debiting by Lender for the account of the applicable Lending Office of Lender, of the amount of any such payment from any ordinary deposit account of the Borrower with Lender. Borrower shall, at the time of making each optional prepayment under this Agreement, the Note or any other Facility Document, and in addition to any notice required by Section 2.08, specify to Lender the principal or other amount payable by the Borrower under this Agreement, the Note or such other Facility Document to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, Lender may apply such payment as provided in Section 10.04). If the due date of any payment under this Agreement, the Note or any other than Facility Document would otherwise fall on a day which is not a Business Day, such date shall be extended to the next succeeding Business Day (unless, in the case of a Libor Rate Loan, such extension would carry such due date into another calendar month, in which event such payment shall be due on the immediately preceding Business Day) and interest shall be payable for any principal so extended for the period of such extension. Each payment received by Lender hereunder, under the Note or under any other Facility Document shall be paid promptly, in immediately available funds, for the account of Lender's Lending Office. All payments shall be applied first to the payment of all fees, expenses and other amounts due the Lender (excluding principal and interest), then to accrued and unpaid interest, and the balance on account of outstanding principal; provided, however, that after the full amount otherwise dueoccurrence and during the continuance of an Event of Default, nor shall any endorsement or statement on any check or any letter accompanying any check or payment payments will be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined applied as set forth in Section 6.3.1, below). In the event that the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent10.04.”
Appears in 1 contract
Samples: Credit Agreement (Kroll Inc)
Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.3, belowa) payable hereunder by Tenant and all other amounts, fees, All payments to the Lenders or charges payable hereunder by Tenant the Administrative Agent shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred made to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord Administrative Agent at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate account designated in writing to Tenantthe Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). No receipt The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Servicer of money by Landlord from Tenant after the termination calculation of this Leaseamounts payable to the Lenders in respect of the Advances and the amounts payable to the Servicer. At least two (2) Business Days prior to each Interest Payment Date, the service of any noticeAdministrative Agent shall deliver an invoice to the Servicer, the commencement Collateral Agent and the Collateral Administrator in respect of any suit, or a final judgment the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for possession shall reinstate, continue or extend distribution to the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant Lenders shall be deemed made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in USD, other than on account payments of the full amount otherwise dueinterest and principal made in respect of Advances denominated in a Permitted Non-USD Currency, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord which shall be entitled to accept made in such payment without compromise or prejudice Permitted Non-USD Currency. All interest calculated using the Reference Rate (other than the CDOR RateTerm XXXXX) hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the Base Rate and the CDOR RateTerm XXXXX hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of days elapsed (including the first day but excluding the last day). (b) If, at least four (4) Business Days prior to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Interest Payment Date or the expiration Maturity Date or an Additional Distribution Date, the Collateral Administrator shall have notified the Company, the Collateral Agent and the Administrative Agent that the Company does not have a sufficient amount of funds in a Currency on deposit in the Collection Account or the Permitted Non-USD Currency Collection Account in respect of the Term applicable Currency, as applicable, that will be needed (1) to pay to the Lenders all of the amounts required to be paid on such date and/or (2) to pay any expenses required to be paid in accordance with the Priority of Payments, in each case, in such Currency as required for such payment (a "Currency Shortfall"), then, so long as no Event of Default shall have occurred and be continuing and no Market Value Event has occurred, the Company shall exchange (or shall direct the date Collateral Agent to exchange) amounts in another Currency in any Permitted Non-USD Currency Collection Account or the Collection Account, as applicable, for the Currency in respect of any earlier termination of this Lease) falls on which there is a date other Currency Shortfall in an amount necessary to cure such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Interest Payment Date or Additional Distribution Date or the first or last day of a calendar monthMaturity Date, respectivelyas applicable, the Rent payable for such partial calendar month and shall be prorated based on a per diem basismade at the Spot Rate at the time of conversion. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”If for
Appears in 1 contract
Samples: Loan and Security Agreement (Carlyle Credit Solutions, Inc.)
Payments Generally. Base RentAll payments and prepayments to be made by the Borrower in respect of principal, all forms of Additional Rent (defined in this Section 3.3, below) payable hereunder by Tenant and all other amountsinterest, fees, payments indemnity, expenses or charges payable other amounts due from the Borrower hereunder by Tenant or under any other Loan Document in Dollars shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord at 11:00 a.m., Los Angeles time, on the day when due without presentment, demand, protest or notice of any prior notice kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or demand therefor in lawful money other deduction of the United States without any abatementkind or nature, offset or except for payments to a Lender subject to a withholding deduction whatsoever (except as specifically provided otherwise hereinunder Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and (iii) 10.06 hereof, such payments shall be payable made for the account of Lenders to Landlord the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available at such Office, and payments under Sections 2.14 and 10.06 hereof shall be made to the address of Landlord specified in Item 17 of applicable Lender at such domestic account as it shall specify to the Basic Lease Information (or to such other person or to such other place as Landlord may Borrower from time to time designate in writing to Tenant)funds immediately available at such account. No receipt of money Any payment or prepayment received by Landlord from Tenant the Administrative Agent or such Lender after the termination of this Lease11:00 a.m., the service of Los Angeles time, on any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant day shall be deemed to be other than have been received on account the next succeeding Business Day. The Administrative Agent shall distribute to the Lenders all such payments received by it from the Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise on the same Business Day as such payment is received (or prejudice deemed received) from the Borrower, the Administrative Agent shall pay to any such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and payment in full of all principal, interest, fees, expenses and other amounts due from the rights of Landlord Borrower hereunder or under any Applicable Laws (defined in Section 6.3.1other Loan Document, below). In each Lender will promptly xxxx its Notes "cancelled" and forward them to the event that Administrative Agent for delivery to the Commencement Date or the expiration of the Term (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentBorrower.”
Appears in 1 contract
Payments Generally. Base RentAll payments of principal of, all forms and interest on, the Obligations under this Credit Agreement by Borrowers to or for the account of Additional Rent Lenders, or any of them, shall be made by Borrowers without condition or deduction for any counterclaim, defense, recoupment or setoff, for receipt by Administrative Agent on the relevant due date before 2:00 p.m. (defined in this Section 3.3, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”New York time), in federal or other immediately available funds to the appropriate Funding Account. Funds received after 2:00 p.m. (iiNew York time) shall be payable to Landlord when due without any prior notice or demand therefor in lawful money of treated for all purposes as having been received by Administrative Agent on the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 17 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No first Business Day next following receipt of money by Landlord from Tenant after the termination of this Leasesuch funds. Except as provided in Section 13.13 hereof, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord each Lender shall be entitled to accept receive its applicable Pro Rata Share of each payment received by Administrative Agent hereunder, for the account of the Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to such payment without compromise Lender. Administrative Agent and each Lender hereby agree that payments to Administrative Agent by Borrowers of principal of, and interest on, the Obligations by Borrowers to or prejudice for the account of Lenders in accordance with the terms of this Credit Agreement, the Notes and the other Loan Documents shall constitute satisfaction of Borrowers’ obligations with respect to any such payments, and Administrative Agent shall indemnify, and each Lender shall hold harmless, Borrowers from any claims asserted by any Lender in connection with Administrative Agent’s duty to distribute and apportion such payments to Lenders in accordance with this Section 3.04 and pursuant to Section 2.14 with respect to payments due to any Non-Extending Lenders with respect to any extension of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1Stated Maturity Date to which they did not consent. All payments made on the Obligations shall be credited, below). In to the event that the Commencement Date or the expiration extent of the Term amount thereof, in the following manner: (or i) first, against all actual out-of-pocket costs, expenses and other fees (including reasonable attorneys’ fees) arising and owed by Borrowers under the terms hereof; (ii) second, against all accrued and unpaid interest on the Obligations as of the date of such payment; (iii) third, against the Principal Obligation due and owing as of the date of such payment; and (iv) fourth, to all other amounts constituting any earlier termination portion of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional RentObligations.”
Appears in 1 contract
Samples: Revolving Credit Agreement (Apollo Asset Management, Inc.)
