Payments Generally. (1) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time) on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 4 contracts

Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of 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.~~ 11:00 a.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(b)(vi) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m.~~ 11:00 a.m. (New York City time) ), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable ~~Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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 greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (8) h) If any Lender shall fail to make any payment required to be made by it pursuant to Section ~~2.03(3~~2.02(b), ~~2.04(3~~2.03(c), ~~2.06~~2.04(c), ~~2.15~~ 2.12(c) or ~~10.07~~2.13, then the Administrative Agent may, in its discretion ~~and~~ (notwithstanding any contrary provision hereof), ~~(a)~~ apply any amounts thereafter received by the Administrative Agent for the account of such Lender ~~for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable,~~ to satisfy such Lender’s obligations ~~to the Administrative Agent, the Swing Line Lender and the Issuing Bank~~ under such Sections until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionpaid.

Appears in 4 contracts

Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)

Payments Generally. (1a) All payments to be made by or on account of any obligation of the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by or on account of any obligation of the Borrower hereunder shall be made to the Administrative ~~Agent, for the account of the respective Lenders to which such payment is owed,~~ Agent at the ~~applicable Administrative Agent’s Office for payment~~ Agent Account in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest ~~or fee~~ shall continue to accrue. (2b) Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of the Loans, and each payment of interest on the Loans, shall be allocated among the Lenders pro rata in accordance with their Ratable Shares. The Administrative Agent agrees to forward to the Lenders such principal, interest and other payments on the same Business Day as such amounts are received, collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m. in which case such payments shall be forwarded by the Administrative Agent to the Lenders on the next Business Day. (c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the applicable LIBOR, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (d) If any payment to be made by or on account of any obligation of 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, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6e) Nothing herein shall be deemed to obligate ~~any~~ a Lender to obtain the funds for ~~any~~ its Ratable Share of a 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 its Ratable Share of any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 4 contracts

Samples: Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD)

Payments Generally. (1a) All payments to be made by ~~the Borrower~~ any Loan Party hereunder or under any other Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If any payment to be made by ~~the Borrower~~ any Loan Party hereunder or under any other Loan Document 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender~~ the Lenders or the ~~Issuing Bank, as applicable,~~ L/C Issuers hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount~~ distribute to ~~such Lender~~ the Lenders or the ~~Issuing Bank~~L/C Issuers, as the case may be, the amount due. ~~If and to~~ In such event, if the ~~extent that such payment was~~ Borrower has not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such~~ each Lender or ~~the Issuing Bank~~L/C Issuer, as ~~applicable~~the case may be, ~~shall forthwith on demand~~ severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such Lender or ~~the Issuing Bank in Same Day Funds~~such L/C Issuer, ~~together~~ with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and ~~Swing Line Loans and~~ to make payments pursuant to Section ~~10.07~~ 11.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 11.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 11.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 3 contracts

Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (QEP Midstream Partners, LP)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each ~~case~~ case, in the Administrative Agent’s sole discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower ~~has~~ or any Lender have notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower has failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the Borrower may have against any Lender as a result of any default by such Lender hereunder. A written notice (including documentation reasonably supporting such request) of the Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit ~~and Swing Line Loans and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (~~8) If~~ h) Amounts to be applied to the prepayment of Loans in connection with any ~~Lender~~ mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.05(b) shall ~~fail~~ be applied, as applicable, on a pro rata basis to ~~make~~ the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(viii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall be applied to prepay Eurocurrency Rate Loans in a manner that minimizes the amount of any ~~payment~~ payments required to be made by it the Borrower pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion3.05.

Appears in 3 contracts

Samples: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s 's Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~12:00 noon, New York, New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s 's Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~12:00 noon, New York, New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of "Interest Period," 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, as the case may be. (3c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable 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) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations then due, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or the Lenders are entitled to payment but have not yet been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a "ratable payment" for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (as used in this Section 2.11(d)(iii), "ratable payment" means, for any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging Agreements) bears to the total accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding Amount of Loans (as used in this Section 2.11(d)(iv), "ratable payment" means for any Lender, on any date of determination, that proportion which the Outstanding Amount of Loans owed to such Lender bears to the Outstanding Amount of Loans owed to all Lenders); (v) to Cash Collateralize the Letters of Credit, and (vi) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate. (e) Unless the Borrower or any Lender has notified the Administrative ~~Agent,~~ Agent prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds, at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. (4f) 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 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5g) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6h) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 3 contracts

Samples: Credit Agreement (Martin Midstream Partners Lp), Credit Agreement (Martin Midstream Partners Lp), Credit Agreement (Martin Midstream Partners Lp)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) ), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (A) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable ~~Overnight~~ Federal Funds Rate from time to time in effect; and (B) if any Lender failed to 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 greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the Loan. 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 the 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 the Borrower with respect to any amount owing under this Section 2.09(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ Loans 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and ~~the Lenders~~ each Lender in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) h) If any Lender shall fail to make any payment required to be made by it pursuant to Section ~~2.03(3~~2.02(b), ~~2.04(3), 2.06, 2.15~~ 2.09(c) or ~~10.07~~2.10, then the Administrative Agent may, in its discretion ~~and~~ (notwithstanding any contrary provision hereof), ~~(a)~~ apply any amounts thereafter received by the Administrative Agent for the account of ~~such~~ the Lender ~~for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable,~~ to satisfy such Lender’s obligations ~~to the Administrative Agent, the Swing Line Lender and the Issuing Bank~~ under such Sections until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionpaid.

Appears in 3 contracts

Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)

Payments Generally. (1a) All payments to be made by or on account of any obligation of the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, except with respect to Taxes as provided in Section 3.01. Except as otherwise expressly provided herein, all payments by or on account of any obligation of the Borrower hereunder shall be made to the Administrative ~~Agent, for the account of the respective Lenders to which such payment is owed,~~ Agent at the ~~applicable Administrative Agent’s Office for payment~~ Agent Account in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest ~~or fee~~ shall continue to accrue. (2b) Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of the Loans, and each payment of interest on the Loans, shall be allocated among the Lenders pro rata in accordance with their Ratable Shares. The Administrative Agent agrees to forward to the Lenders such principal, interest and other payments on the same Business Day as such amounts are received, collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m. in which case such payments shall be forwarded by the Administrative Agent to the Lenders on the next Business Day; provided that, for purposes of payments by the Borrower hereunder, any amount shall be considered paid when received by the Administrative Agent pursuant to Section 2.09(a). (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the applicable LIBOR, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (d) Except as expressly set forth herein, if any payment to be made by or on account of any obligation of 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, as the case may be~~interest. (3e) Unless the ~~Borrower has~~ Administrative Agent shall have been notified ~~the Administrative Agent,~~ by any Lender prior to the ~~date any payment is required~~ applicable Loan Date that such Lender does not intend to ~~be made by it~~ make available to the Administrative Agent ~~hereunder for~~ the ~~account~~ amount of ~~any Lender or the Issuing Bank, as applicable, that the Borrower will not make~~ such ~~payment~~Lender’s Loan requested on such Loan Date, the Administrative Agent may assume that ~~the Borrower~~ such Lender has ~~timely~~ made such ~~payment~~ amount available to the Administrative Agent on such Loan Date and ~~may (~~the Administrative Agent may, in its sole discretion, but shall not be ~~so required~~ obligated to~~), in reliance thereon~~, make available to the Borrower a corresponding amount to on such ~~Lender or the Issuing Bank~~Loan Date. If ~~and to the extent that~~ such ~~payment was~~ corresponding amount is not in fact made available to the Administrative Agent ~~in Same Day Funds~~by such Lender, ~~then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to~~ the Administrative Agent ~~the portion of~~ shall be entitled to recover such ~~assumed payment that was made available to~~ corresponding amount on demand from such Lender ~~or the Issuing Bank in Same Day Funds,~~ together with interest ~~thereon in respect of~~ thereon, for each day from ~~and including the date~~ such ~~amount was made available by the Administrative Agent to such Lender or the Issuing Bank, as applicable, to~~ Loan Date until the date such amount is ~~repaid~~ paid to the Administrative ~~Agent in Same Day Funds~~ Agent, at the ~~applicable Overnight Rate from time to time in effect. (4) If any Lender makes available to~~ customary rate set by the Administrative Agent ~~funds~~ for ~~any Loan~~ the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event that (i) the Administrative Agent declines to ~~be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made~~ make a requested amount available to the Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (ii) a Lender fails to fund to Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in the Administrative Agent ~~because the conditions~~ failing to make a corresponding amount available to the ~~Borrowing set forth in Article IV are~~ Borrower on the Loan Date, at the Administrative Agent’s option, such Lender shall not ~~satisfied or waived in accordance~~ receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the ~~terms hereof~~time specified in this Agreement for receipt of payment by the Borrower through and including the time of the Borrower’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall ~~return~~ promptly notify the Borrower and the Borrower shall immediately pay such ~~funds (in like funds as received~~ corresponding amount to the Administrative Agent together with interest thereon, for each day from such ~~Lender~~Loan Date until the date such amount is paid to the Administrative Agent, at the interest rate then payable hereunder for Loans. Nothing in this Section 2.09(e) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such ~~Lender, without interest~~Lender hereunder. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6f) Nothing herein shall be deemed to obligate ~~any~~ a Lender to obtain the funds for ~~any Loan~~ its Ratable Share of the Loans 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~~ its Ratable Share of the Loans in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 3 contracts

Samples: Margin Loan Agreement (Gazit-Globe LTD), Margin Loan Agreement (Gazit-Globe LTD), Margin Loan Agreement (Gazit-Globe LTD)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative ~~Agent~~Agent in Dollars, for the account of 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~~ 1:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time)~~ the time specified above shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and (ii) if any Lender failed to make such payment (including, without limitation, failure to fund participations in respect of any Letter of Credit or Swing Line Loan), 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 Federal Funds Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. 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 ~~Overnight Rate~~ Borrowing. If such Lender does not pay such amount (including, without limitation, failure to fund participations in respect of any Letter of Credit or Swing Line Loan) forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time in effect~~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 Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (La Quinta Holdings Inc.), Credit Agreement (La Quinta Holdings Inc.)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time)~~ 3:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If any payment to be made by the ~~Borrower~~ Borrowers 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, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3i) Unless the ~~Borrower~~ Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has ~~notified~~ made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, ~~prior~~ then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date ~~any~~ such amount is made available to either Borrower to but excluding the date of payment ~~is required~~ to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent ~~hereunder~~ for the same or an overlapping period, the Administrative Agent shall promptly remit to applicable Borrower the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by either Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from Parent prior to the time at which any payment is due to the Administrative Agent for the account of ~~any Lender~~ the Lenders or ~~the Issuing Bank, as applicable,~~ an L/C Issuer hereunder that the ~~Borrower~~ Borrowers will not make such payment, the Administrative Agent may assume that the ~~Borrower has timely~~ Borrowers have made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount~~ distribute to ~~such Lender~~ the Appropriate Lenders or the ~~Issuing Bank~~applicable L/C Issuers, as the case may be, the amount due. ~~If and to~~ In such event, if the ~~extent that such payment was~~ Borrowers have not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender~~ each of the Appropriate Lenders or the ~~Issuing Bank~~applicable L/C Issuers, as ~~applicable~~the case may be, ~~shall forthwith on demand~~ severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such Lender or ~~the Issuing Bank~~ such L/C Issuer, in ~~Same Day Funds, together~~ immediately available funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent ~~to such Lender or the Issuing Bank, as applicable, to the date such amount is repaid to~~ in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent ~~in Same Day Funds at the applicable Overnight Rate from time~~ to ~~time in effect~~any Lender or Parent with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error. (4d) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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. (7g) ~~Whenever~~ Except as otherwise provided herein, 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (Outfront Media Minnesota LLC), Credit Agreement (CBS Outdoor Americas Inc.)

Payments Generally. (1i) All payments to be made by ~~the Borrower~~ any Loan Party hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by ~~the Borrower~~ any Loan Party hereunder shall be made to ~~the~~ Administrative Agent, for the account of the respective Lenders to which such payment is owed, at ~~the applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (New York City time)~~ 11:00 a.m. on the date specified herein. ~~The~~ Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata~~ applicable Percentage Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by ~~the~~ Administrative Agent after ~~2:00 p.m. (New York City time) shall~~ 11:00 a.m. may, in ~~each case~~ Administrative Agent’s sole discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2ii) ~~If any payment~~ Borrowers hereby authorize Administrative Agent (acting at the direction of the Required Lenders): (A) following the occurrence of a Default, to ~~be made by the Borrower shall come due on a day other than a Business Day~~deduct all principal, ~~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. (3) Unless the Borrower has notified the~~ fees when due hereunder or under any Note from any account of Borrowers maintained with Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If~~ B) if and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) Whenever any payment ~~received by the Administrative Agent~~ of principal, interest or fees under this Agreement or any Note is not made when due, to deduct any such amount from any or all of the accounts of Borrowers maintained at Administrative Agent (if any). Administrative Agent agrees to provide written notice to Administrative Loan Party of any such deduction made pursuant to this Section 2.10(a)(ii) showing in reasonable detail the amounts of such deduction. Each Lender agrees to reimburse Borrowers based on its applicable Percentage Share for any amounts deducted from such accounts in excess of amount due hereunder and under any 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 this Agreement and the other Loan Documents on any 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 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such LenderDocuments. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) ~~Unless~~ If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower ~~has notified~~ may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, ~~prior~~ including Attorney Costs; (ii) to the ~~date any~~ ratable payment ~~is required to be made by it to~~ of all other fees, expenses, and indemnities for which the Administrative Agent ~~hereunder~~ or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for ~~the account of~~ any Lender or the ~~Issuing Bank~~Administrative Agent shall be, ~~as applicable~~on any date of determination, that proportion which the ~~Borrower will not make such payment~~portion of the total fees, ~~the Administrative Agent may assume that the Borrower has timely made such payment~~ expenses, and ~~may (but shall not be so required to), in reliance thereon, make available a corresponding amount~~ indemnities owed to such Lender or the ~~Issuing Bank. If and~~ Administrative Agent bears to the ~~extent that such payment was not in fact made~~ total aggregate fees and indemnities owed to all Lenders and the Administrative Agent ~~in Same Day Funds, then~~ on such ~~Lender or the Issuing Bank, as applicable, shall forthwith on demand repay~~ date of determination); (iii) to the ~~Administrative Agent~~ ratable payment of accrued and unpaid interest on the ~~portion~~ Outstanding Amount of ~~such assumed payment~~ Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~ purposes of this ~~Article II, and such funds are not made available~~ clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments owing pursuant to Section ~~10.07 are several and not joint. The failure~~ 2(a) of the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this Section 2.11(d)(iii), “ratable payment” means, for any Lender ~~to make any Loan on any date required hereunder shall not relieve any other~~ (or 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such SectionAffiliate, in the case of ~~each~~ Lender Hedging Agreements), on any date of ~~clauses~~ determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (~~a) and (b) above~~or Lender Affiliate, in ~~any order as determined by~~ the ~~Administrative Agent in its discretion.~~case of Lender Hedging Agreements) bears to the total accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging

Appears in 2 contracts

Samples: Credit Agreement (Markwest Hydrocarbon Inc), Credit Agreement (Markwest Energy Partners L P)

Payments Generally. ~~(1)~~ All payments ~~to be made~~ by ~~the~~ a Borrower of principal, interest, fees and other Obligations shall be made with respect to the Revolving Credit Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated, without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by ~~the~~ a Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time)~~ p.m., Local Time, on the date specified herein. Except as otherwise expressly provided herein, all payments by a Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, a Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent (i) after 2:00 ~~p.m.~~ p.m., Local Time, in the case of payments made in Dollars, or (~~New York City time~~ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case (in the sole discretion of the Administrative Agent) be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. . Other than as specified herein, all payments under each Loan Document of principal or interest in respect of any Loan (2or of any breakage indemnity in respect of any Loan) ~~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, as the case may be~~Dollars. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (Primo Water Corp /CN/), Credit Agreement (Primo Water Corp /CN/)

Appears in 2 contracts

Samples: Credit Agreement (CC Media Holdings Inc), Credit Agreement (C C Media Holdings Inc)

Payments Generally. (1a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, ~~defense~~defense (other than Payment in Full), recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than ~~2:00~~ 1:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 1:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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 such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.then:

Appears in 2 contracts

Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Restatement Agreement (Playa Hotels & Resorts N.V.)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . If any payment to be made by the ~~Borrower~~ Borrowers 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, as the case may be. (3b) Unless the ~~Borrower~~ Borrowers or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Base Rate Loans, prior to 1:00 p.m. on the date of such payment, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrowers, for the account of any Lender or or, in the ~~Issuing Bank~~case of the Lenders, ~~as applicable~~for the account of Borrowers hereunder), that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrowers failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 Borrowers 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. A written notice (including documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error. (4c) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5d) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its ~~Loan or purchase its participation~~Loan. (6e) 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. (7f) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 or other applicable share provided for under this Agreement of the sum of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for ~~payment~~ Dollar-denominated payments and in Same Day Funds not later than ~~2:00~~ 1:00 p.m. (New York City ~~time)~~ time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time)~~ the time specified above shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, one Business Day prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight ~~Rate~~ Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and (ii) if any Lender failed to 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 ~~time~~ the date such amount was made available by the Administrative Agent to ~~time~~ 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, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in ~~effect~~connection with the foregoing. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 ~~such~~ the sum of the Outstanding Amount of all Loans outstanding ~~Loans or other Obligations then owing to~~ at such ~~Lender~~time. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.)

Payments Generally. ~~(1)~~ All payments of principal of and interest on the Obligations under this Credit Agreement by any Borrower Party to ~~be made by~~ or for the ~~Borrower~~ account of Lenders, or any one of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or ~~setoff~~setoff by such Borrower Party. Except as otherwise expressly provided herein, all payments by the Borrower Parties hereunder (including, without limitation, payments made by Borrower pursuant to Section 3.04(a), 11.01(a), 13.06(e) or elsewhere hereunder, where Borrower is making a payment on demand) shall be made to ~~the~~ Administrative Agent, for the account of the respective Lenders to which such payment is owed, at ~~the applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. ~~The~~ To the extent no sufficient funds are available in the Collateral Account for Borrower to make such payment, Borrower shall be permitted to make such payment (together with applicable interest) within fifteen (15) Business Days of demand. Funds received after 2:00 p.m. on the applicable payment date shall be treated for all purposes as having been received by Administrative Agent ~~will promptly distribute~~ on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to ~~each Appropriate~~ accrue. Each Lender shall be entitled to receive its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of ~~such~~ each payment ~~in like funds as~~ received by ~~wire transfer~~ 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 such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) If any payment to be made by ~~the~~ 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 extension of time shall be reflected in computing interest or fees, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Revolving Credit Agreement (GOLUB CAPITAL INVESTMENT Corp), Revolving Credit Agreement (Golub Capital BDC 3, Inc.)

Payments Generally. ~~(1)~~ 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided in Section 2.05(b)(vi) or Section 2.05(c) or as otherwise provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) ), shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . 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, as the case may be~~. (3)~~ ; provided that, if such extension would cause payment of interest on or 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. Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable ~~Overnight~~ Federal Funds Rate from time to time in effect. ; and if any Lender failed to 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 (4the “Compensation Period”) at a rate per annum equal to the greater of (x) the applicable Federal Funds Rate from time to time in effect and (y) a rate determined by the Administrative Agent in accordance with banking rules governing interbank compensation. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, 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 such funds are not made available to the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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~~. (5)~~ . The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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~~. (6)~~ . 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~~. (7)~~ . 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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~~. (8)~~ . If any Lender shall fail to make any payment required to be made by it pursuant to Section ~~2.03(3~~2.02(b), ~~2.04(3~~2.03(c), ~~2.06~~2.04(c), ~~2.15~~ 2.12(c) or ~~10.07~~2.13, then the Administrative Agent may, in its discretion ~~and~~ (notwithstanding any contrary provision hereof), ~~(a)~~ apply any amounts thereafter received by the Administrative Agent for the account of such Lender ~~for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable,~~ to satisfy such Lender’s obligations ~~to the Administrative Agent, the Swing Line Lender and the Issuing Bank~~ under such Sections until all such unsatisfied obligations are fully ~~paid~~ paid. Sharing of Payments. If, other than as expressly provided in Section 2.05(b)(vi), Section 2.05(c), Section 7.03(s)(iv), Section 10.07(k) or ~~(b) hold any such amounts in a segregated account~~ as ~~cash collateral for, and application to~~otherwise provided elsewhere herein, any ~~future funding obligations~~ Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender ~~under any such Section, in the case of each of clauses~~ shall immediately (a) notify the Administrative Agent of such fact, and (b) ~~above~~purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any ~~order as determined~~ portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the ~~Administrative Agent~~ purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Appears in 2 contracts

Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Payments Generally. (1a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, ~~defense~~defense (other than Payment in Full), recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than ~~2:00~~ 1:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 1:00 p.m. ~~(New York City time) shall~~ may, in Administrative Agent’s sole discretion, in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided that, if such extension would cause payment of interest on or principal of the Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the Borrower may have against any Lender as a result of any default by such Lender hereunder. A written notice (including documentation reasonably supporting such request) of the Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its ~~Loan or purchase its participation~~Loan. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 the Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (~~8) If any Lender shall fail to make any payment required~~ h) Amounts to be ~~made by it pursuant~~ applied to ~~Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then~~ the ~~Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account~~ prepayment of ~~such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank~~Term A3 Loans shall be applied, as applicable, first to ~~satisfy~~ reduce outstanding Base Rate Loans. Any amounts remaining after each such ~~Lender’s obligations~~ application shall be applied to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionprepay Eurocurrency Rate Loans.

Appears in 2 contracts

Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) ~~Unless~~ If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower ~~has notified~~ may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, ~~prior~~ including Attorney Costs; (ii) to the ~~date any~~ ratable payment ~~is required to be made by it to~~ of all other fees, expenses, and indemnities for which the Administrative Agent ~~hereunder~~ or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for ~~the account of~~ any Lender or the ~~Issuing Bank~~Administrative Agent shall be, ~~as applicable~~on any date of determination, that proportion which the ~~Borrower will not make such payment~~portion of the total fees, ~~the Administrative Agent may assume that the Borrower has timely made such payment~~ expenses, and ~~may (but shall not be so required to), in reliance thereon, make available a corresponding amount~~ indemnities owed to such Lender or the ~~Issuing Bank. If and~~ Administrative Agent bears to the ~~extent that such payment was not in fact made~~ total aggregate fees and indemnities owed to all Lenders and the Administrative Agent ~~in Same Day Funds, then~~ on such ~~Lender or the Issuing Bank, as applicable, shall forthwith on demand repay~~ date of determination); (iii) to the ~~Administrative Agent~~ ratable payment of accrued and unpaid interest on the ~~portion~~ Outstanding Amount of ~~such assumed payment~~ Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~ purposes of this ~~Article II, and such funds are not made available~~ clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments owing pursuant to Section ~~10.07 are several and not joint. The failure~~ 2(a) of the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this Section 2.11(d)(iii), “ratable payment” means, for any Lender ~~to make any Loan on any date required hereunder shall not relieve any other~~ (or 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such SectionAffiliate, in the case of ~~each~~ Lender Hedging Agreements), on any date of ~~clauses~~ determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (aor Lender Affiliate, in the case of Lender Hedging Agreements) bears to the total accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that for purposes of this clause (iv) the Outstanding Amount of Obligations under Lender Hedging Agreements refers to payments owing in connection with an Early Termination Amount as defined in the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this Section 2.11(d)(iv), “ratable payment” means for any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of determination, that proportion which the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging Agreements) bears to the Outstanding Amount of Loans owed to all Lenders)(and Affiliates, in the case of Lender Hedging Agreements)); (v) to Cash Collateralize the Letters of Credit; and (bvi) ~~above~~to the payment of the remaining Obligations, if any, in ~~any~~ the order ~~as determined by~~ and manner the ~~Administrative Agent in its discretion~~Required Lenders deem appropriate.

Appears in 2 contracts

Samples: Credit Agreement (Markwest Energy Partners L P), Credit Agreement (Markwest Hydrocarbon Inc)

Payments Generally. ~~(1) 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~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. ~~The~~ Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent ~~will promptly distribute~~ on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Funds received by Administrative Agent: (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case be treated for all purposes as having been received by the Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to ~~each Appropriate~~ accrue. Each Lender shall be entitled to receive its Pro Rata Share (or other applicable share as provided herein) of ~~such~~ each payment ~~in like funds as~~ received by ~~wire transfer to such Lender’s Lending Office; provided, that~~ the ~~proceeds~~ Administrative Agent hereunder for the account of ~~any borrowing of Revolving Loans to finance~~ the ~~reimbursement~~ Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a ~~drawn Letter of Credit as provided in Section 2.04(3)~~ Lender shall be ~~remitted~~ promptly distributed by the Administrative Agent to ~~the Issuing Bank~~such Lender. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be~~. (3) Unless~~ . All payments made on the Obligations shall be credited in the manner specified by the Borrower, with the consent of the Administrative Agent or, if the Borrower has ~~notified the Administrative Agent~~not so specified, ~~prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or the Issuing Bank~~then, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent ~~that such payment was not in fact made to~~ of the ~~Administrative Agent in Same Day Funds~~amount thereof, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~following manner: (a) first, against all costs, expenses and ~~such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with~~ other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the ~~Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5) The obligations~~ amount of ~~the Lenders hereunder to make Loans, to fund participations in Letters of Credit~~ interest accrued and ~~Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender to make any Loan~~ unpaid 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative Agent receives funds for application to the Obligations of the ~~Loan Parties under or in respect~~ applicable Fund Group as of the ~~Loan Documents under circumstances for which~~ date of such payment; (c) third, against all principal due and owing on the ~~Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each~~ Obligations of the ~~Lenders in accordance with such Lender’s Pro Rata Share~~ applicable Fund Group as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the ~~outstanding Loans or other~~ Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionapplicable Fund Group.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Lafayette Square Empire BDC, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) ~~Unless~~ If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower ~~has notified~~ may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, ~~prior~~ including Attorney Costs; (ii) to the ~~date any~~ ratable payment ~~is required to be made by it to~~ of all other fees, expenses, and indemnities for which the Administrative Agent ~~hereunder~~ or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for ~~the account of~~ any Lender or the ~~Issuing Bank~~Administrative Agent shall be, ~~as applicable~~on any date of determination, that proportion which the ~~Borrower will not make such payment~~portion of the total fees, ~~the Administrative Agent may assume that the Borrower has timely made such payment~~ expenses, and ~~may (but shall not be so required to), in reliance thereon, make available a corresponding amount~~ indemnities owed to such Lender or the ~~Issuing Bank. If and~~ Administrative Agent bears to the ~~extent that such payment was not in fact made~~ total aggregate fees and indemnities owed to all Lenders and the Administrative Agent ~~in Same Day Funds, then~~ on such ~~Lender or the Issuing Bank, as applicable, shall forthwith on demand repay~~ date of determination); (iii) to the ~~Administrative Agent~~ ratable payment of accrued and unpaid interest on the ~~portion~~ Outstanding Amount of ~~such assumed payment~~ Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~ purposes of this ~~Article II, and such funds are not made available~~ clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments owing pursuant to Section ~~10.07 are several and not joint. The failure~~ 2(a) of ~~any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) Whenever any payment received 2002 Master Agreement form promulgated by the ~~Administrative Agent under this Agreement~~ ISDA (or any of the 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 this Agreement and the other Loan Documents on any 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 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.equivalent type

Appears in 2 contracts

Samples: Credit Agreement (Markwest Hydrocarbon Inc), Credit Agreement (Markwest Energy Partners L P)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative ~~Agent~~Agent in Dollars, for the account of 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~~ 1:00 p.m. (local time in New York ~~City time~~City) on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time)~~ the time specified above shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and (ii) if any Lender failed to make such payment (including, without limitation, failure to fund participations in respect of any Letter of Credit), 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 Federal Funds Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. 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 ~~Overnight Rate~~ Borrowing. If such Lender does not pay such amount (including, without limitation, failure to fund participations in respect of any Letter of Credit) forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time in effect~~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 Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit ~~and Swing Line Loans and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Payments Generally. (1) ~~All~~ Subject to Section 3.01, all payments to be made by the Borrower hereunder shall be made in Dollars without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Principal Office for payment and in Same Day Funds not later than ~~2:00 p.m. (~~12:00 p.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office~~; provided~~. Any payments under this Agreement that are made later than 12:00 p.m., ~~that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3)~~ New York time, shall be ~~remitted by the Administrative Agent~~ deemed to ~~the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received~~ have been made on the next succeeding Business Day (but the Administrative Agent may extend such deadline for purposes of computing interest and ~~any applicable interest~~ fees (but not beyond the end of such day) in its sole discretion whether or ~~fee shall continue to accrue~~not such payments are in process). (2) If Borrower hereby authorizes Administrative Agent to charge any of the Borrower’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose). (3) Except as otherwise expressly provided herein, 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, as the case may be. (34) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Borrowing of Base Rate Loans, prior to 11:00 a.m., New York time, on the date of such Borrowing, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrower, for the account of any Lender or hereunder or, in the ~~Issuing Bank~~case of the Lenders, ~~as applicable~~for the account of the Borrower 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (a) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the ~~applicable~~ Overnight Rate from time to time in effect; and (b) if any Lender failed to 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 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount, or cause such amount to be paid, 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 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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.13 shall be conclusive, absent manifest error. (4c) 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 the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in ~~Article IV~~ Section 4.02 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. (5d) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender to make any Loan or fund any 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. (6e) 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. (7f) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03 (or otherwise expressly set forth herein). If the Administrative 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 Administrative 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 Outstanding Amount of all Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans ~~or other Obligations~~ then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Abl Credit Agreement (United States Steel Corp), Abl Credit Agreement (United States Steel Corp)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time)~~ 3:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If any payment to be made by the ~~Borrower~~ Borrowers 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, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3i) Unless the ~~Borrower~~ Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has ~~notified~~ made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, ~~prior~~ then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date ~~any~~ such amount is made available to either Borrower to but excluding the date of payment ~~is required~~ to the Administrative Agent, at (A) in the case of a payment to be made by it such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent ~~hereunder~~ for the same or an overlapping period, the Administrative Agent shall promptly remit to applicable Borrower the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by either Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from Parent prior to the time at which any payment is due to the Administrative Agent for the account of ~~any Lender~~ the Lenders or ~~the Issuing Bank, as applicable,~~ an L/C Issuer hereunder that the ~~Borrower~~ Borrowers will not make such payment, the Administrative Agent may assume that the ~~Borrower has timely~~ Borrowers have made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount~~ distribute to ~~such Lender~~ the Appropriate Lenders or the ~~Issuing Bank~~applicable L/C Issuers, as the case may be, the amount due. ~~If and to~~ In such event, if the ~~extent that such payment was~~ Borrowers have not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender~~ each of the Appropriate Lenders or the ~~Issuing Bank~~applicable L/C Issuers, as ~~applicable~~the case may be, ~~shall forthwith on demand~~ severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such Lender or ~~the Issuing Bank~~ such L/C Issuer, in ~~Same Day Funds, together~~ immediately available funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent ~~to such Lender or the Issuing Bank, as applicable, to the date such amount is repaid to~~ in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent ~~in Same Day Funds at the applicable Overnight Rate from time~~ to ~~time in effect~~any Lender or Parent with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error. (4d) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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. (7g) ~~Whenever~~ Except as otherwise provided herein, 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein and except with respect to payments in respect of Alternative Letters of Credit, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment and~~ in the applicable Available Currency in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in an Available Currency (other than Dollars), except in respect of Alternative Letters of Credit, the Borrowers shall make such payment in Dollars in the Dollar Equivalent, as calculated by the applicable Borrower, of the Available Currency payment amount. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer (or as otherwise agreed between the Administrative Agent and such Lender) to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to ~~accrue~~accrue to, but excluding, such next succeeding Business Day. Payments owing to an Alternative L/C Issuer in respect of reimbursement obligations under an Alternative Letter of Credit shall, to the extent not paid with the proceeds of a Revolving Credit Borrowing, be made directly by the relevant Borrower to such Alternative L/C Issuer. (2b) If any payment to be made by ~~the~~ any 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 not be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless ~~the~~ a Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~hereunder, that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if a Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 a 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrowers 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 the Borrowers with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 or other applicable share provided for under this Agreement of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2) If~~ . The Borrower authorizes the Administrative Agent to charge the account of the Borrower maintained with Bank of America for each payment of principal, interest and fees as it becomes due hereunder. Subject to the definition of “Interest Period”, 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender~~ the Lenders or the ~~Issuing Bank, as applicable,~~ L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding~~ distribute to the Lenders or the L/C Issuer, 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 Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the ~~Issuing Bank. If and to the extent that such payment was not~~ L/C Issuer, in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made immediately available ~~to such Lender or the Issuing Bank in Same Day Funds, together~~ funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (b) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4c) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV V 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. (5d) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section ~~10.07~~ 11.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 11.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 11.04(c). (6e) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Sonic Corp)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein and except with respect to payments in respect of Alternative Letters of Credit, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment and~~ in the applicable Available Currency in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in an Available Currency (other than Dollars), except in respect of Alternative Letters of Credit, the Borrowers shall make such payment in Dollars in the Dollar Equivalent, as calculated by the applicable Borrower, of the Available Currency payment amount. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer ~~to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit~~ (or as ~~provided in Section 2.04(3) shall be remitted by~~ otherwise agreed between the Administrative Agent and such Lender) to ~~the Issuing Bank~~such Lendxx’x xpplicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to ~~accrue~~accrue to, but excluding, such next succeeding Business Day. Payments owing to an Alternative L/C Issuer in respect of reimbursement obligations under an Alternative Letter of Credit shall, to the extent not paid with the proceeds of a Revolving Credit Borrowing, be made directly by the relevant Borrower to such Alternative L/C Issuer. (2b) If any payment to be made by ~~the~~ any 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 not be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or SOFR Loans, as applicable, to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3c) Unless ~~the~~ a Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~hereunder, that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if a Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 a 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. If such Lendxx xxxs not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrowers 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 the Borrowers with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such ~~Lender’s Pro~~ Lendxx’x Xro Rata Share or other applicable share provided for under this Agreement of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Liberty Latin America Ltd.)

Payments Generally. ~~(1)~~ All 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 ~~expressly~~ provided ~~herein~~below, all payments by made with respect to the ~~Borrower hereunder~~ Loans on each Payment Date shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 12:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ pro rata share of the principal amount paid according to the outstanding principal amounts of the Revolving Loans held by the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Lenders (or other applicable share of such payment as expressly provided herein) ~~of such payment~~ in like funds as received by wire transfer to such Lender’s Lending Office~~; provided, that the proceeds of~~ . Upon any ~~borrowing of Revolving Loans to finance the reimbursement~~ Assuming Lender becoming a Lender hereunder as a result of a ~~drawn Letter~~ Revolving Loan Commitment Increase pursuant to Section 2.06, and upon the Administrative Agent’s receipt of ~~Credit as provided~~ such Lender’s Assumption Agreement and recording of the information contained therein in ~~Section 2.04(3) shall be remitted by~~ the Register, from and after the applicable Revolving Loan Commitment Increase Date, the Administrative Agent shall make all payments hereunder in connection therewith to the ~~Issuing Bank~~Assuming Lender. All payments received by the Administrative Agent after ~~2:00~~ 12:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . 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, as the case may be. Unless and until [***]. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Appears in 1 contract

Samples: Senior Interim Loan Credit Agreement (Alltel Corp)

Payments Generally. (1i) All payments to be made by the ~~Borrower~~ Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. . (ii) Except as otherwise expressly provided herein and except with respect to principal of and interest on Bid Loans and any Committed Loans denominated in an Alternative Currency, all payments by the (iii) Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder with respect to principal and interest on Committed Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in such Alternative Currency and in Same Day Funds not later than ~~2:00 p.m. (New York City time)~~ the Applicable Time specified by the Administrative Agent on the ~~date~~ dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office~~; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3~~. (iv) ~~shall be remitted by the Administrative Agent to the Issuing Bank.~~ All payments received by the Administrative Agent (A) after 2:00 ~~p.m.~~ p.m., in the case of payments in Dollars, or (~~New York City time~~B) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2v) All payments by each Borrower hereunder with respect to principal and interest on any Bid Loans made by a Lender shall be made directly to such Lender at the account of such Lender specified in such Lender’s Competitive Bid in Same Day Funds not later than 2:00 p.m., in the case of payments in Dollars, or the Applicable Time specified by such Lender in its Competitive Bid, in the case of payments in an Alternative Currency or a Requested Currency, on the dates specified herein. All payments received by any such Lender (A) after 2:00 pm, in the case of payments in Dollars, or (B) after the Applicable Time specified by such Lender, in the case of payments in an Alternative Currency or a Requested Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Each such Lender which receives any such payment in respect of principal or interest on any Bid Loan shall promptly provide a written receipt thereof to both the Company and the Administrative Agent. (b) If any payment to be made by ~~the~~ any 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, as the case may be. (3c) Unless ~~the~~ any Borrower or any Lender has notified the Administrative Agent, prior to the ~~date~~ time any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender~~ hereunder, that such Borrower or ~~the Issuing Bank~~such Lender, as ~~applicable~~the case may be, ~~that the Borrower~~ will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if any Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 a 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. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Committed Loan or Bid Loan, as the case may be, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (4d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to ~~the~~ such 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Committed Loans and to fund participations in ~~Letters of Credit and~~ Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender to make any Committed 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 Committed Loan or purchase its participation. (6f) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Danaher Corp /De/)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Revolving Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists (and Section 8.03 is not by its terms applicable), any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount of Revolving Loans, Outstanding L/C Obligations and the Outstanding Amount of Obligations under Lender Hedging Agreements; and (iv) to the payment of the remaining Obligations, if any, in the order and manner the Required Lenders deem appropriate. (e) Unless the Borrower or any Lender has notified the Administrative ~~Agent,~~ Agent prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds, at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 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 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 with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. (4f) If any Lender makes available to the Administrative Agent funds for any Revolving 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 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5g) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Revolving Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender to make any Revolving 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 failure of any other Lender to so make its Revolving Loan or purchase its participation. (6h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Revolving 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 Revolving Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Allis Chalmers Energy Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) ~~Unless~~ If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower ~~has notified~~ may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, ~~prior~~ including Attorney Costs; (ii) to the ~~date any~~ ratable payment ~~is required to be made by it to~~ of all other fees, expenses, and indemnities for which the Administrative Agent ~~hereunder~~ or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for ~~the account of~~ any Lender or the ~~Issuing Bank~~Administrative Agent shall be, ~~as applicable~~on any date of determination, that proportion which the ~~Borrower will not make such payment~~portion of the total fees, ~~the Administrative Agent may assume that the Borrower has timely made such payment~~ expenses, and ~~may (but shall not be so required to), in reliance thereon, make available a corresponding amount~~ indemnities owed to such Lender or the ~~Issuing Bank. If and~~ Administrative Agent bears to the ~~extent that such payment was not in fact made~~ total aggregate fees and indemnities owed to all Lenders and the Administrative Agent ~~in Same Day Funds, then~~ on such ~~Lender or the Issuing Bank, as applicable, shall forthwith on demand repay~~ date of determination); (iii) to the ~~Administrative Agent~~ ratable payment of accrued and unpaid interest on the ~~portion~~ Outstanding Amount of ~~such assumed payment~~ Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~ purposes of this ~~Article II, and such funds are not made available~~ clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments owing pursuant to Section ~~10.07 are several and not joint. The failure~~ 2(a) of the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this Section 2.11(d)(iii), “ratable payment” means, for any Lender ~~to make any Loan on any date required hereunder shall not relieve any other~~ (or 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such SectionAffiliate, in the case of ~~each~~ Lender Hedging Agreements), on any date of ~~clauses~~ determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (~~a) and (b) above, in any order as determined by the Administrative Agent in its discretion.~~or Lender

Appears in 1 contract

Samples: Credit Agreement (Markwest Hydrocarbon Inc)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than ~~2:00 p.m. (~~12:00 noon New York City ~~time)~~ time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~12:00 noon New York City ~~time)~~ time shall in each case be deemed received on the next succeeding Business ~~Day~~ Day, in the Administrative Agent’s sole discretion, and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable ~~Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its ~~Loan or purchase its participation~~Loan. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Revolving Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent and/or Collateral Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent, Collateral Agent or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.10(d)(ii), a “ratable payment” for any Lender, the Administrative Agent or Collateral Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender, the Administrative Agent or the Collateral Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent and Collateral Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount of Revolving Loans, Outstanding L/C Obligations, the Outstanding Amount of Obligations under Lender Hedging Agreements and the Outstanding Amount of Obligations under Banking Service Obligations; and (iv) to the payment of the remaining Obligations, if any, in the order and manner the Required Lenders deem appropriate. (e) Unless the Borrower or any Lender has notified the Administrative ~~Agent,~~ Agent prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds, at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Revolving Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 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 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 with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. (4f) If any Lender makes available to the Administrative Agent funds for any Revolving 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 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5g) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Revolving Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender to make any Revolving 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 failure of any other Lender to so make its Revolving Loan or purchase its participation. (6h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Revolving 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 Revolving Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Allis Chalmers Energy Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to H-716717.9 the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Federal Funds Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender~~ the Lenders or the ~~Issuing Bank, as applicable,~~ L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding~~ distribute to the Lenders or the L/C Issuer, 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 Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the ~~Issuing Bank. If and to the extent that such payment was not~~ L/C Issuer, in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made immediately available ~~to such Lender or the Issuing Bank in Same Day Funds, together~~ funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available by~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and ~~Swing Line Loans and~~ to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Questar Market Resources Inc)

Payments Generally. (1i) 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 payments by ~~the~~ Borrower hereunder shall be made to ~~the Administrative~~ Agent, for the account of the respective Lenders to which such payment is owed, at ~~the applicable Administrative~~ Agent’s 's Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (New York City time)~~ 12:00 noon on the date specified herein. ~~The Administrative~~ Agent will promptly distribute to each ~~Appropriate~~ Lender its applicable Pro Rata Share (or other applicable share as provided herein) of such payment in like funds ~~as received~~ by wire transfer to the office designated by such ~~Lender’s~~ Lender (each, a “Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank”). All payments received by ~~the Administrative~~ Agent after ~~2:00 p.m. (New York City time)~~ 12:00 noon shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . 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, as the case may be. (3ii) ~~Unless the~~ Borrower ~~has notified the Administrative~~ hereby authorizes Agent: (A) to deduct automatically all principal, ~~prior to the date~~ interest or fees when due hereunder or under any ~~payment is required to be made by it to the Administrative Agent hereunder for the~~ note from any account of ~~any Lender or the Issuing Bank, as applicable, that the~~ Borrower ~~will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment~~ maintained with Agent; and ~~may~~ (~~but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If~~ B) if and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) Whenever any payment ~~received by the Administrative Agent~~ of principal, interest or fees under this Agreement or any note is not made when due to deduct any such amount from any or all of the ~~other Loan Documents is insufficient~~ accounts of Borrower maintained at Agent. Agent agrees to ~~pay~~ provide written notice to Borrower of any automatic deduction made pursuant to this Section 1.7(a)(ii) showing in ~~full all~~ reasonable detail the amounts ~~due and payable~~ of such deduction. Each Lender agrees to ~~the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents~~ reimburse Borrower based on any 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 9.03. If the Administrative 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 Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s its applicable Pro Rata Share of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply for any amounts ~~thereafter received by the Administrative Agent for the account~~ deducted from such accounts in excess of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender amount due hereunder and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any ~~such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion~~other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Power Integrations Inc)

Payments Generally. (1a) 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 for herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of 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~~ 1:00 p.m. (New York City ~~time)~~ time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (New York City time) shall~~ the time specified above may, in each case in the Administrative Agent’s discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that if such extension would cause the payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight ~~Rate~~ Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing; and (ii) if any Lender failed to 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 ~~time~~ the date such amount was made available by the Administrative Agent to ~~time~~ 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, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in ~~effect~~connection with the foregoing. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (DJO Finance LLC)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) ~~Unless~~ If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower ~~has notified~~ may direct. (d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, ~~prior~~ including Attorney Costs; (ii) to the ~~date any~~ ratable payment ~~is required to be made by it to~~ of all other fees, expenses, and indemnities for which the Administrative Agent ~~hereunder~~ or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a “ratable payment” for ~~the account of~~ any Lender or the ~~Issuing Bank~~Administrative Agent shall be, ~~as applicable~~on any date of determination, that proportion which the ~~Borrower will not make such payment~~portion of the total fees, ~~the Administrative Agent may assume that the Borrower has timely made such payment~~ expenses, and ~~may (but shall not be so required to), in reliance thereon, make available a corresponding amount~~ indemnities owed to such Lender or the ~~Issuing Bank. If and~~ Administrative Agent bears to the ~~extent that such payment was not in fact made~~ total aggregate fees and indemnities owed to all Lenders and the Administrative Agent ~~in Same Day Funds, then~~ on such ~~Lender or the Issuing Bank, as applicable, shall forthwith on demand repay~~ date of determination); (iii) to the ~~Administrative Agent~~ ratable payment of accrued and unpaid interest on the ~~portion~~ Outstanding Amount of ~~such assumed payment~~ Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~ purposes of this ~~Article II, and such funds are not made available~~ clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments owing pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (62(a) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.of

Appears in 1 contract

Samples: Credit Agreement (Markwest Energy Partners L P)

Payments Generally. ~~(1) 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~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. ~~The~~ Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent ~~will promptly distribute~~ on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Funds received by Administrative Agent: (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case be treated for all purposes as having been received by the Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to ~~each Appropriate~~ accrue. Each Lender shall be entitled to receive its Pro Rata Share (or other applicable share as provided herein) of ~~such~~ each payment ~~in like funds as~~ received by ~~wire transfer to such Lender’s Lending Office; provided, that~~ the ~~proceeds~~ Administrative Agent hereunder for the account of ~~any borrowing of Revolving Loans to finance~~ the ~~reimbursement~~ Lenders on the Obligations. Each payment received by the Administrative Agent LEGAL_US_E # 163726163.4 hereunder for the account of a ~~drawn Letter of Credit as provided in Section 2.04(3)~~ Lender shall be ~~remitted~~ promptly distributed by the Administrative Agent to ~~the Issuing Bank~~such Lender. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be~~. (3) Unless~~ . All payments made on the Obligations shall be credited in the manner specified by the Borrower, with the consent of the Administrative Agent or, if the Borrower has ~~notified the Administrative Agent~~not so specified, ~~prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or the Issuing Bank~~then, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent ~~that such payment was not in fact made to~~ of the ~~Administrative Agent in Same Day Funds~~amount thereof, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~following manner: (a) first, against all costs, expenses and ~~such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with~~ other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the ~~Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5) The obligations~~ amount of ~~the Lenders hereunder to make Loans, to fund participations in Letters of Credit~~ interest accrued and ~~Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender to make any Loan~~ unpaid 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative Agent receives funds for application to the Obligations of the ~~Loan Parties under or in respect~~ applicable Fund Group as of the ~~Loan Documents under circumstances for which~~ date of such payment; (c) third, against all principal due and owing on the ~~Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each~~ Obligations of the ~~Lenders in accordance with such Lender’s Pro Rata Share~~ applicable Fund Group as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the ~~outstanding Loans or other~~ Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionapplicable Fund Group.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lafayette Square USA, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 3:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 3:00 p.m. (New York City time) shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided, that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Federal Funds Rate; and (ii) if any Lender failed to 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. 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 ~~Overnight Rate~~ Borrowing. Nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time in effect~~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 Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Loan 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 neither the Administrative Agent nor any Lender shall be responsible for the failure of any ~~other~~ Lender to so make its Loan or purchase its participation. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Aquilex Holdings LLC)

Payments Generally. ~~(1)~~ All payments ~~to be made~~ by ~~the~~ a Borrower of principal, interest, fees and other Obligations shall be made with respect to the Revolving Credit Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated, without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by ~~the~~ a Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time)~~ p.m., Local Time, on the date specified herein. Except as otherwise expressly provided herein, all payments by a Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, a Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent (i) after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.116 #96352060v15 #96352060v15

Appears in 1 contract

Samples: Second Libor Transition Amendment (Primo Water Corp /CN/)

Appears in 1 contract

Samples: First Lien Credit Agreement (Authentic Brands Group Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. (New York City ~~time)~~ time on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City ~~time)~~ time shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Except as otherwise provided herein, 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV or in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Apria Healthcare Group Inc)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . If any payment to be made by the ~~Borrower~~ Borrowers 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, as the case may be. (3b) Unless the ~~Borrower~~ Borrowers or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Base Rate Loans, prior to 1:00 p.m. on the date of such payment, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrowers, for the account of any Lender or or, in the ~~Issuing Bank~~case of the Lenders, ~~as applicable~~for the account of Borrowers hereunder), that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrowers failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 Borrowers 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (41) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A written notice (including documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error. (c) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5d) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its ~~Loan or purchase its participation~~Loan. (6e) 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. (7f) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 or other applicable share provided for under this Agreement of the sum of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: First Lien Credit Agreement (Option Care Health, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Markwest Energy Partners L P)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Federal Funds Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender or~~ the ~~Issuing Bank, as applicable,~~ Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the H-712479.11 21 Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount to such Lender or the Issuing Bank. If and~~ distribute to the ~~extent that~~ Lenders the amount due. In such ~~payment was~~ event, if the Borrower has not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender or~~ each of the ~~Issuing Bank, as applicable, shall forthwith on demand~~ Lenders severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such ~~Lender or the Issuing Bank~~ Lender, in ~~Same Day Funds, together~~ immediately available funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available by~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Loans 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) 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~~ to make its ~~participation~~payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Questar Market Resources Inc)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue~~. (2)~~ . If any payment to be made by the ~~Borrower~~ Borrowers 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, as the case may be. (3b) Unless the ~~Borrower~~ Borrowers or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Base Rate Loans, prior to 1:00 p.m. on the date of such payment, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrowers, for the account of any Lender or or, in the ~~Issuing Bank~~case of the Lenders, ~~as applicable~~for the account of Borrowers hereunder), that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrowers failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ 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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and (ii) if any Lender failed to 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 Borrowers 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. If such Xxxxxx does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. (41) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A written notice (including documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error. (c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such ~~Lender~~ Xxxxxx as provided in the foregoing provisions of this Article II, and such funds are not made available to the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5d) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its ~~Loan or purchase its participation~~Loan. (6e) 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. (7f) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such ~~Lender~~Xxxxxx’s Pro Rata Share or other applicable share provided for under this Agreement of the sum of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: First Lien Credit Agreement (Option Care Health, Inc.)

Payments Generally. (1a) All payments to be made by or on account of any obligation of the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, except with respect to Taxes as provided in Section 3.01. Except as otherwise expressly provided herein, all payments by or on account of any obligation of the Borrower hereunder shall be made to the Administrative ~~Agent, for the account of the respective Lenders to which such payment is owed,~~ Agent at the ~~applicable Administrative Agent’s Office for payment~~ Agent Account in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 3:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest ~~or fee~~ shall continue to accrue. (2b) Except to the extent otherwise provided herein, the Loans, each payment or prepayment of principal of the Loans, each payment of interest on the Loans, each payment of the Prepayment Amount and (except as permitted hereunder) each other payment hereunder shall be allocated among the Lenders pro rata in accordance with their Ratable Shares. The Administrative Agent agrees to forward to the Lenders such principal, interest and other payments on the same Business Day as such amounts are received, collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m., in which case such payments shall be forwarded by the Administrative Agent to the Lenders on the next Business Day. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the applicable LIBOR, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent. (d) Except as expressly set forth herein, if any payment to be made by or on account of any obligation of 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, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6e) Nothing herein shall be deemed to obligate ~~any~~ a Lender to obtain the funds for ~~any Loan~~ its Ratable Share of the Loans 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~~ its Ratable Share of the Loans in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Margin Loan Agreement (Liberty Broadband Corp)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender~~ the Lenders or the ~~Issuing Bank, as applicable,~~ L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding~~ distribute to the Lenders or the L/C Issuer, 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 Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the ~~Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds~~L/C Issuer, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank in Same Day Funds, together with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and ~~Swing Line Loans and~~ to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Qep Resources, Inc.)

Payments Generally. ~~(1) All~~ 3.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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at to the ~~applicable~~ account of the Administrative ~~Agent’s Office~~ Agent most-recently designated by it for ~~payment~~ such purpose by notice to the Borrower in U.S. dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2a) 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3b) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. 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 the 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 the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (4c) 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 II2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV 4 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. (5d) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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~~ and, other than as expressly prescribed herein with respect to a Defaulting Lender, no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (6e) 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. (7f) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: First Amendment and Restatement Agreement (Team Health Holdings Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 3:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00~~ 3:00 p.m. (New York City time) shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be; provided, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the Federal Funds Rate; and (ii) if any Lender failed to 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. 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 ~~Overnight Rate~~ Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, then in the event the Administrative Agent has funded a Loan in advance of receipt of funds from ~~time~~ a Defaulting Lender or otherwise made a payment to ~~time in effect~~the Borrower on behalf of such Defaulting Lender, the 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Credit 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 Administrative 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. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit ~~and Swing Line Loans and to make payments pursuant to Section 10.07~~ 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 neither the Administrative Agent nor any Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Geokinetics Inc)

Payments Generally. (1a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or ~~setoff~~set-off. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the ~~respective~~ Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s 's Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Revolving Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s 's Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the ~~next~~ immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of "Interest Period," 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, as the case may be. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment or advance is required to be made (except in the case of an advance by a Lender with respect to a requested Borrowing to be comprised of Base Rate Loans, which notice must be received by 2:00 p.m. on the date of such Borrowing) by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative 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 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights that 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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Extension of Credit set forth in ~~Article IV~~ Section 4.02 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) ~~Whenever~~ If at any ~~payment~~ time insufficient funds are 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~~ are available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and ~~the Lenders under or in respect of this Agreement and the other Loan Documents on any date~~fees then due hereunder, such ~~payment~~ funds shall be ~~distributed~~ applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and ~~applied by~~ each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders parties entitled thereto in accordance with ~~such Lender’s Pro Rata Share~~ the amounts of ~~such of the outstanding Loans or other Obligations~~ interest and fees then ~~owing~~ due to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral forparties, and ~~application to~~(iii) third, ~~any future funding obligations~~ 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 ~~Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion~~parties.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Realty Trust Inc)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers, any other Loan Party or Alon USA shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein or as otherwise agreed by the Administrative Agent, all payments by the ~~Borrower~~ Borrowers, any other Loan Party or Alon USA hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at or the ~~applicable Administrative Agent’s Office for payment~~ Swingline Lender, as applicable, via wire transfer of cash and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00~~ 12:00 p.m. ~~(New York City time)~~ noon on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ applicable Lender its Pro Rata Share (or other applicable share as provided herein) of such payment (other than payments of Swingline Loans) in like funds as received by wire transfer to such Lender’s 's Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent or the Swingline Lender, as applicable, after ~~2:00~~ 12:00 p.m. ~~(New York City time)~~ noon shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If any payment to be made by the ~~Borrower~~ Borrowers, any other Loan Party or Alon USA 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, as the case may be. (3c) Unless ~~the~~ any Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender~~ or the ~~Issuing Bank~~LC Issuer hereunder, that such Borrower or such Lender, as ~~applicable~~the case may be, ~~that the Borrower~~ will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent or the LC Issuer in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if any Borrower failed to make such payment, each Lender or the ~~Issuing Bank~~LC Issuer, as ~~applicable~~the case may be, severally shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the ~~Issuing Bank~~ LC Issuer, as the case may be, severally in ~~Same Day Funds~~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 or the ~~Issuing Bank~~LC Issuer, as ~~applicable~~the case may be, severally to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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 any Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 41 42575.100083 EMF_US 48981686v14 Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Term Loan or Revolving Credit Loan, as the case may be, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon any Borrower, and any 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 interest applicable to the applicable Loan. 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 the Borrowers with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (4d) 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 the ~~Borrower~~ Borrowers 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans to fund participations in ~~Letters~~ Letter of ~~Credit~~ Credits and ~~Swing Line~~ Swingline Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender to make any Loan or 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 to purchase its participation. (6f) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Alon USA Energy, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. (~~New York City time~~or, in the case of ‎Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (~~New York City time~~or, in the case of ‎Section 2.06(a)(iii), 3:00 p.m.) shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be. (3a) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate; and (ii) if any Lender failed to make such payment with respect to any Borrowing, 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 Overnight Rate. 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 ~~Overnight Rate~~ Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time in effect~~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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this ‎Section 2.13(b) shall be conclusive, absent manifest error. (4b) 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~~‎Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in ~~Article IV~~ ‎Article 4 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. (5c) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6d) 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. (7e) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in ~~Section 9.03~~‎Section 8.03. If the Administrative 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 Administrative 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 (i) the Outstanding Amount of all Loans outstanding at such time and (ii) 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. (8) f) If any Lender shall fail to make any payment required to be made by it pursuant to ~~Section 2.03(3~~‎Section 2.04(c), ~~2.04(3~~‎2.04(d), ~~2.06, 2.15~~ ‎2.05(c) or ~~10.07~~‎9.07 (or if the Borrower shall have paid any amount or posted any cash collateral in respect of such Lender’s Pro Rata Share of Swing Line Obligations or L/C Obligations pursuant to ‎Section 2.17(c)(ii)), then ~~the Administrative Agent may, in its discretion and~~ notwithstanding any contrary provision hereof, ~~(a) apply~~ with respect to any amounts thereafter received by the Administrative Agent for the account of such ~~Lender~~ Lender, the Administrative Agent (i) shall apply such amounts (A) first, for the benefit of the Administrative Agent, the Swing Line Lender or the ~~Issuing Bank, as applicable,~~ L/C Issuer to satisfy such Lender’s obligations to ~~the Administrative Agent, the Swing Line Lender and the Issuing Bank~~ it under such Section until all such unsatisfied obligations are fully ~~paid or~~ paid, and (bB) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrower for any cash collateral posted by the Borrower until the Borrower is fully reimbursed, and (ii) thereafter, may, in its sole discretion, hold any such remaining amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, ; provided any amounts held pursuant to clause ‎(ii) hereof shall be released to such Lender upon the earlier of (x) the date on which any of the actions described in ‎Section 8.02(a) or ‎8.02(b) or the ~~case of each of clauses (a)~~ proviso to ‎Section 8.02 shall have been taken or occurred and (by) ~~above, in any order as determined by~~ the ~~Administrative Agent in its discretion~~Initial Revolver Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s 's Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s 's Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after ~~2:00 p.m. (~~11:00 a.m., New York ~~City~~ time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of "INTEREST PERIOD," 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, as the case may be. (3c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable 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) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists (and SECTION 8.03 is not by its terms applicable), any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this SECTION 2.11(D)(II), a "RATABLE PAYMENT" for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount of Loans, Outstanding L/C Obligations and the Outstanding Amount of Obligations under Lender Hedging Agreements; and (iv) to the payment of the remaining Obligations, if any, in the order and manner the Required Lenders deem appropriate. (e) Unless the Borrower or any Lender has notified the Administrative ~~Agent,~~ Agent prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds, at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative 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 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 interest applicable to the applicable Borrowing. 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 the 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 with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. (4f) 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~~ ARTICLE 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~~ 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. (5g) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6h) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Allis Chalmers Energy Inc.)

Payments Generally. (1a) All payments ~~to be made~~ by ~~the~~ a Borrower of principal, interest, fees and other Obligations shall be made with respect to the Revolving Credit Commitments and Letters of Credit, in the applicable Approved Currency in which such Obligations are denominated, without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided ~~herein~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by ~~the~~ a Borrower hereunder shall be made to the Administrative Agent, for the account of 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 City time)~~ p.m., Local Time, on the date specified herein. Except as otherwise expressly provided herein, all payments by a Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, a Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent (i) after 2:00 ~~p.m.~~ p.m., Local Time, in the case of payments made in Dollars, or (~~New York City time~~ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case (in the sole discretion of the Administrative Agent) be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Other than as specified herein, 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 Dollars. (2b) If any payment to be made by ~~the~~ any 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, as the case may be; provided that, if such extension would cause payment of interest on or 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. (3c) Unless ~~the~~ any Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender~~ hereunder, that such Borrower or ~~the Issuing Bank~~such Lender, as ~~applicable~~the case may be, ~~that the Borrower~~ will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the ~~Borrower~~ case may be, has timely made such payment on such date in accordance with Section 2.02 and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, then (i) if such Borrower failed to make such payment, then ~~such Lender or~~ each of the ~~Issuing Bank, as applicable, shall forthwith on demand repay~~ applicable Lenders severally agree to pay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available to such ~~Lender or the Issuing Bank~~ Lenders in ~~Same Day Funds~~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 or the Issuing Bank, as applicable,~~ Lenders to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable~~ Overnight Rate plus, to the extent reasonably requested in writing by the Administrative Agent, any administrative, processing or similar fees to the extent customarily charged by such Administrative Agent to generally similarly situated borrowers (but not necessarily all such borrowers) in connection with the foregoing; it being understood that nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time~~ fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in ~~effect~~immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to a Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing plus, to the extent reasonably requested in writing by the Administrative Agent, any administrative, processing or similar fees to the extent customarily charged by such Administrative Agent to generally similarly situated borrowers (but not necessarily all such borrowers) in connection with the foregoing. 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 the interest rate applicable to such Loan. 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 the Borrowers 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 Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent demonstrable error. (4d) 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and in Swing Line Loans and to make ~~payments pursuant to~~ its payment under Section ~~10.07~~ 9.07 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~~participation or to make its payment under Section 9.07. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative Agent receives insufficient funds for application to the Loan 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 Administrative Agent may, but shall not be obligated to, elect to distribute~~ such funds ~~to each~~ shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the ~~Lenders~~ parties entitled thereto in accordance with ~~such Lender’s Pro Rata Share~~ the amounts of ~~such of the outstanding Loans or other Obligations~~ interest and fees then ~~owing~~ due to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral forparties, and ~~application to~~(ii) second, ~~any future funding obligations~~ toward payment 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 ~~Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion~~parties.

Appears in 1 contract

Samples: Credit Agreement (Primo Water Corp /CN/)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 ~~p.m.~~ P.M. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 ~~p.m.~~ P.M. (New York City time) shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon on the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the time required by Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Federal Funds Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender or~~ the ~~Issuing Bank, as applicable,~~ Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount to such Lender or the Issuing Bank. If and~~ distribute to the ~~extent that~~ Lenders, as the case may be, the amount due. In such ~~payment was~~ event, if the Borrower has not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender or~~ each of the ~~Issuing Bank~~Lenders, as ~~applicable~~the case may be, ~~shall forthwith on demand~~ severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such ~~Lender or the Issuing Bank~~ Lender, in ~~Same Day Funds, together~~ immediately available funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available by~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) If any Lender makes available to the Administrative Agent funds for ~~any~~ the 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 Administrative Agent because the conditions ~~to the Borrowing~~ 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. (5e) ~~The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint.~~ The failure of any Lender to make its Loan, to make any ~~Loan~~ payment under Section 10.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Senior Unsecured Bridge Loan Agreement (Qep Resources, Inc.)

Payments Generally. (1a) ~~All~~ Subject to Section 3.01, all payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s ~~Office for payment~~ Account and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) ~~shall in each case~~ may, at the Administrative Agent’s sole discretion, be deemed received on either (i) the same Business Day or (ii) the next succeeding Business ~~Day~~ Day, and any applicable interest or fee shall continue to accrue; provided, that for the avoidance of doubt, any payment which is received by the Administrative Agent later than 2:00 p.m. (New York City time) on the applicable due date shall not constitute an Event of Default hereunder so long as such payment is received by the Administrative Agent prior to 5:00 p.m. (New York City time) on such due date. (2b) 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, as the case may be; provided, if such extension would cause payment of interest on or 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. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, then: (i) if the Borrower failed to make such payment, then ~~such~~ the applicable Lender ~~or the Issuing Bank, as applicable, shall forthwith on demand repay~~ agrees to pay to the Administrative Agent forthwith on demand the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Administrative Agent in connection with the foregoing. It being understood that 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 the Borrower may have against any Lender as a result of any default by such Lender hereunder; and (ii) if any Lender failed to 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 the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by such Administrative Agent in connection with the foregoing. 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 ~~Overnight Rate~~ Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the 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 the interest rate applicable to such Loan. Nothing herein shall be deemed to relieve any Lender from ~~time~~ its obligation to ~~time in effect~~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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent demonstrable error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans and to make reimbursement payments ~~pursuant to~~ under Section ~~10.07~~ 9.07 are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make reimbursement payments under Section 9.07 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.04. If the Administrative 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 Administrative 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~~ Applicable Percentage of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (~~8) If any Lender~~ h) Each Loan shall ~~fail to make any payment required to~~ be ~~made by it~~ repaid, whether pursuant to Section ~~2.03(3), 2.04(3), 2.06, 2.15~~ 2.05 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Sectionotherwise, in the ~~case of each of clauses (a) and (b) above,~~ currency in ~~any order as determined by the Administrative Agent in its discretion~~which such Loan was made.

Appears in 1 contract

Samples: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Payments Generally. (1a) All payments to be made by the ~~Borrower~~ Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the ~~Borrower~~ Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided ~~herein~~for under this Agreement) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be[Reserved]. (3c) Unless the Parent Borrower (on behalf of itself and on behalf of the Co-Borrower) or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing, any payment is required to be made by it to the Administrative Agent hereunder (in the case of the Borrowers, for the account of any Lender or an L/C Issuer hereunder or, in the ~~Issuing Bank~~case of the Lenders, ~~as applicable~~for the account of any Swing Line Lender, L/C Issuer or Borrower hereunder), that the ~~Borrower~~ Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the ~~Borrower~~ 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 ~~such Lender or~~ the ~~Issuing Bank~~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~~ then: (i) if the Borrowers failed to make such payment, each Lender or ~~the Issuing Bank, as applicable,~~ L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or ~~the Issuing Bank~~ L/C Issuer 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 or ~~the Issuing Bank, as applicable,~~ L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4ii) if any Lender failed to 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 Borrowers 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. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Parent Borrower, and the Parent 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 interest applicable to the applicable Borrowing. 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 the Parent 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 the Parent 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 the ~~Borrower~~ Borrowers by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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. (6f) 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. (7g) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section ~~9.03~~8.03. If the Administrative 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 Administrative Agent ~~may~~may (to the fullest extent permitted by mandatory provisions of applicable Law), 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 or other applicable share provided for under this Agreement 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. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Aptalis Holdings Inc.)

Appears in 1 contract

Samples: First Lien Credit Agreement (Advantage Solutions Inc.)

Payments Generally. (1a) All payments to be made by the Borrower or any other Credit Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the ~~respective~~ Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its ~~Pro Rata Share~~ Revolving Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the ~~next~~ immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the definition of “Interest Period,” 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, as the case may be. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the ~~date~~ time any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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~~ a (i) if the Borrower fails to make such payment, each Lender ~~or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative 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 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights that 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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Extension of Credit set forth in ~~Article IV~~ Section 4.02 are not satisfied or waived in accordance with the terms ~~hereof~~hereof or for any other reason, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5e) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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. (7g) ~~Whenever~~ If at any ~~payment~~ time insufficient funds are 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~~ are available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and ~~the Lenders under or in respect of this Agreement and the other Loan Documents on any date~~fees then due hereunder, such ~~payment~~ funds shall be ~~distributed~~ applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and ~~applied by~~ each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders parties entitled thereto in accordance with ~~such Lender’s Pro Rata Share~~ the amounts of ~~such of the outstanding Loans or other Obligations~~ interest and fees then ~~owing~~ due to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral forparties, and ~~application to~~(iii) third, ~~any future funding obligations~~ 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 ~~Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion~~parties.

Appears in 1 contract

Samples: Credit Agreement (Sabra Health Care REIT, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Federal Funds Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender or~~ the ~~Issuing Bank, as applicable,~~ Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the H-712479.11 21 Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount to such Lender or the Issuing Bank. If and~~ distribute to the ~~extent that~~ Lenders the amount due. In such ~~payment was~~ event, if the Borrower has not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender or~~ each of the ~~Issuing Bank, as applicable, shall forthwith on demand~~ Lenders severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such ~~Lender or the Issuing Bank~~ Lender, in ~~Same Day Funds, together~~ immediately available funds with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available by~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection 2.11(c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Loans 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. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) 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~~ to make its ~~participation~~payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Questar Market Resources Inc)

Payments Generally. ~~(1)~~ All payments of principal of and interest on the Obligations under this Credit Agreement by any Borrower Party to ~~be made by~~ or for the ~~Borrower~~ account of the Lenders, or any one of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or ~~setoff~~setoff by such Borrower Party. Except as otherwise expressly provided herein, and except with respect to the principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Parties hereunder shall be made to ~~the~~ Administrative Agent, for the account of the respective Lenders to which such payment is owed, at ~~the applicable~~ Administrative Agent’s Office ~~for payment and~~ in ~~Same Day Funds~~ Dollars not later than ~~2:00 p.m. (New York City time)~~ 3:00pm on the date specified herein. ~~The~~ Except as otherwise expressly provided herein with respect to principal and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Parties hereunder shall be made to Administrative Agent, for the account of the respective the Lenders to which such payment is owed, at Administrative Agent’s Office in such Alternative Currency not later than the Applicable Time specified by the Administrative Agent. Without limiting the generality of the foregoing, Administrative Agent ~~will promptly distribute~~ may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Funds received by Administrative Agent: (i) after 3:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case 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 applicable interest or fees shall continue to ~~each Appropriate~~ accrue. Each Lender shall be entitled to receive its ~~Pro Rata Share~~ Applicable Percentage (or other applicable share as provided herein) of ~~such~~ each payment ~~in like funds as~~ received by ~~wire transfer~~ 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 Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) If any payment to be made by ~~the~~ 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 extension of time shall be reflected in computing interest or fees, as the case may be. (3) 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 for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) 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, as the case may be. (3i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has ~~notified~~ not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is ~~required to be made by it~~ due to the Administrative Agent ~~hereunder~~ for the account of ~~any Lender or~~ the ~~Issuing Bank, as applicable,~~ Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has ~~timely~~ made such payment on such date in accordance herewith and ~~may (but shall not be so required to)~~may, in reliance ~~thereon~~upon such assumption, ~~make available a corresponding amount to such Lender or the Issuing Bank. If and~~ distribute to the ~~extent that~~ Lenders the amount due. In such ~~payment was~~ event, if the Borrower has not in fact made ~~to the Administrative Agent in Same Day Funds~~such payment, then ~~such Lender or~~ each of the ~~Issuing Bank, as applicable, shall forthwith on demand~~ Lenders severally agrees to repay to the Administrative Agent forthwith on demand the ~~portion of such assumed payment that was made available~~ amount so distributed to such ~~Lender or the Issuing Bank in Same Day Funds~~Lender, ~~together~~ with interest ~~thereon in respect of~~ thereon, for each day from and including the date such amount ~~was made available~~ is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to ~~such~~ any Lender or the ~~Issuing Bank~~Borrower with respect to any amount owing under this subsection (c) shall be conclusive, ~~as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect~~absent manifest error. (4d) 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 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 Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5e) The obligations of the Lenders hereunder to make ~~Loans, to fund participations in Letters of Credit and Swing Line~~ Loans and to make payments pursuant to Section ~~10.07~~ 10.04(c) are several and not joint. The failure of any Lender to make any ~~Loan~~ Loan, to fund any such participation or to make any payment under Section 10.04(c) 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~~ Loan, to purchase its ~~participation~~participation or to make its payment under Section 10.04(c). (6f) 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 it will obtain the funds for any Loan in any particular place or manner. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Term Loan Agreement (Qep Resources, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Markwest Hydrocarbon Inc)

Payments Generally. (1a) All payments to be made by any of the Borrower Parties shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by ~~the~~ any Borrower Party hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 ~~p.m. (New York City~~ p.m., Eastern time) , on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 ~~p.m. (New York City~~ p.m., Eastern time) , shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.. 95541499_13 (2b) If any payment to be made by ~~the~~ 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 extension of time shall be reflected in computing interest or fees, as the case may be. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~hereunder, that the applicable Borrower Party(ies) or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the applicable Borrower Party(ies) 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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if any Borrower Party failed to make such payment, each Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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 any Borrower Party 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, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative 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 Administrative Agent may make a demand therefor upon the Borrower Parties, and the Borrower Parties shall pay such amount to the Administrative Agent, together with interest thereon (including any applicable “breakage” charges related thereto) 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 Commitment or to prejudice any rights which the Administrative Agent or the Borrower Parties 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 the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (4d) 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 the Borrower Parties by the Administrative Agent because the conditions to the ~~Borrowing~~ 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. (5e) The obligations of the Lenders hereunder to make ~~Loans,~~ Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ 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 95541499_13 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. (6f) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Fourth Amended and Restated Credit Agreement (Cousins Properties Inc)

Payments Generally. (1a) 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 payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in ~~Same Day Funds~~ immediately available funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. The Administrative Agent will promptly distribute to each ~~Appropriate~~ Lender its Pro Rata Revolving Share or Pro Rata Term A Share (or other applicable share as provided herein) ), as applicable, of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided, that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(3) shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. ~~(New York City time)~~ shall ~~in each case~~ be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2b) If Subject to the provisions set forth in the definition of Interest Period, 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, as the case may be. (3c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent ~~hereunder for the account of any Lender or the Issuing Bank, as applicable~~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 ~~such Lender or~~ the ~~Issuing Bank~~Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in ~~Same Day Funds~~immediately available funds, ~~then~~ then: (i) if the Borrower failed to make such payment, each applicable Lender ~~or the Issuing Bank, as applicable,~~ shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender ~~or the Issuing Bank~~ in ~~Same Day Funds~~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 ~~or the Issuing Bank, as applicable,~~ to the date such amount is repaid to the Administrative Agent in ~~Same Day Funds~~ immediately available funds at the ~~applicable Overnight~~ Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to 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. If such Lender pays such amount to the Administrative 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 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 interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment or its obligation to fund its Pro Rata Term A Share of the Term Loan A 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 Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (4d) 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 the Borrower by the Administrative Agent because the conditions to the ~~Borrowing~~ applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative ~~Agent~~ Agent, except to the extent such funds constitute the funding of a risk participation under Article II, shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5e) The obligations of the Revolving Lenders hereunder to make ~~Loans,~~ Revolving Loans and to fund participations in Letters of Credit and Swing Line Loans ~~and to make payments pursuant to Section 10.07~~ are several and not joint. The failure of any Revolving Lender to make any Revolving Loan or to fund any such participation on any date required hereunder shall not relieve any other Revolving Lender of its corresponding obligation to do so on such date, and no Revolving Lender shall be responsible for the failure of any other Revolving Lender to so make its Revolving Loan or purchase its participation. (6f) The obligations of the Term Loan A Lenders to fund each of their respective Pro Rata Term A Shares of the Term Loan A Facility are several and not joint. The failure of any Term Loan A Lender to fund its Pro Rata Term A Share of the Term Loan A Facility on the Closing Date shall not relieve any other Term Loan A Lender of its corresponding obligation to do so on the Closing Date, and no Term Loan A Lender shall be responsible for the failure of any other Term Loan A Lender so to fund its Pro Rata Term A Share of the Term Loan A Facility. (g) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit Agreement (Precision Castparts Corp)

Payments Generally. ~~(1) 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~~herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the ~~applicable~~ Administrative Agent’s Office ~~for payment~~ in Dollars and in Same Day Funds not later than 2:00 p.m. ~~(New York City time)~~ on the date specified herein. ~~The~~ Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent ~~will promptly distribute~~ on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Credit Agreement be made in the United States. If, for any reason, Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Funds received by Administrative Agent: (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by Administrative Agent in the case of payments in an Alternative Currency, shall in each case shall be treated for all purposes as having been received by the Administrative Agent on the first Business Day next following receipt of such funds and any applicable interest or fees shall continue to ~~each Appropriate~~ accrue. Each Lender shall be entitled to receive its Pro Rata Share (or other applicable share as provided herein) of ~~such~~ each payment ~~in like funds as~~ received by ~~wire transfer to such Lender’s Lending Office; provided, that~~ the ~~proceeds~~ Administrative Agent hereunder for the account of ~~any borrowing of Revolving Loans to finance~~ the ~~reimbursement~~ Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a ~~drawn Letter of Credit as provided in Section 2.04(3)~~ Lender shall be ~~remitted~~ promptly distributed by the Administrative Agent to ~~the Issuing Bank~~such Lender. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be~~. (3) Unless~~ . All payments made on the Obligations shall be credited in the manner specified by the Borrower, with the consent of the Administrative Agent or, if the Borrower has ~~notified the Administrative Agent~~not so specified, ~~prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or the Issuing Bank~~then, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent ~~that such payment was not in fact made to~~ of the ~~Administrative Agent in Same Day Funds~~amount thereof, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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~~following manner: (a) first, against all costs, expenses and ~~such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with~~ other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the ~~Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (5) The obligations~~ amount of ~~the Lenders hereunder to make Loans, to fund participations in Letters of Credit~~ interest accrued and ~~Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender to make any Loan~~ unpaid 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. (6) 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. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative Agent receives funds for application to the Obligations of the ~~Loan Parties under or in respect~~ applicable Fund Group as of the ~~Loan Documents under circumstances for which~~ date of such payment; (c) third, against all principal due and owing on the ~~Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each~~ Obligations of the ~~Lenders in accordance with such Lender’s Pro Rata Share~~ applicable Fund Group as of the date of such payment; and (d) fourth, to all other amounts constituting any portion of the ~~outstanding Loans or other~~ Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretionapplicable Fund Group.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lafayette Square USA, Inc.)

Payments Generally. Except as otherwise provided in this Section 2.6(c), all payments in respect of the Obligations shall be made to Agent for the account of the applicable Lenders in accordance with their Pro Rata Share. Payments of principal and interest in respect of any Credit Facility identified on the Credit Facility Schedule as “Term” shall be made to each applicable Lender. All Obligations (1other than principal and interest) are payable within three (3) Business Days of demand of Agent in the absence of any other due date specified herein. All fees payable under the Financing Documents shall be deemed non-refundable as of the date paid. Any payment required to be made to Agent or a Lender under this Agreement may be made by debit or automated clearing house payment initiated by Agent or such Lender from any of Borrower’s deposit accounts, including the Designated Funding Account, and Borrower shall tender to Agent and Lenders such authorization forms as Agent or such Lender may require to implement such debit or automated clearing house payment. These debits or automated clearing house payments shall not constitute a set-off. Payments of principal and/or interest received after 3:00 p.m. New York time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by ~~the~~ Borrower under any Financing Document shall be made without ~~condition or deduction for any counterclaim, defense~~set-off, recoupment or ~~setoff~~counterclaim, in lawful money of the United States and in immediately available funds. ~~Except~~ The balance of the Obligations, as ~~otherwise expressly provided herein~~recorded in Agent’s books and records at any time, ~~all payments by the Borrower hereunder~~ shall be ~~made to the Administrative Agent, for the account~~ conclusive and binding evidence of the ~~respective~~ amounts due and owing to Agent and 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 City time) on the date specified herein. The Administrative Agent will promptly distribute to by each ~~Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office~~Borrower absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any Financing Document. Agent shall endeavor to provide Borrower with a monthly statement regarding the ~~proceeds~~ Credit Extensions (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any ~~borrowing of Revolving Loans~~ objection to ~~finance~~ any such statement (specifically describing the ~~reimbursement of a drawn Letter of Credit as provided in Section 2.04(3~~basis for such objection) ~~shall be remitted by the Administrative Agent to the Issuing Bank. All payments received by the Administrative Agent~~ within ninety (90) days after 2:00 p.m. (New York City time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (2) 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, as the case may be. (3) Unless the Borrower has notified the Administrative Agent, prior to the date ~~any payment is required to be made by~~ of receipt thereof, it to the Administrative Agent hereunder for the account of any Lender or the Issuing Bank, as applicable, 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 not be so required to), in reliance thereon, make available a corresponding amount to such Lender or the Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or the Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or the Issuing Bank 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 or the Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (4) 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 the Borrower by the Administrative Agent because the conditions to the Borrowing 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. (5) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.07 are several and not joint. The failure of any Lender 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 failure of any other Lender to so make its Loan or purchase its participation. (6) Nothing herein shall be deemed final, binding and conclusive upon Borrower in all respects as 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 mannerall matters reflected therein absent manifest error. (7) 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 Administrative Agent 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 Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative 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 Administrative 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 such of the outstanding Loans or other Obligations then owing to such Lender. (8) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(3), 2.04(3), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (a) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank, as applicable, to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Bank until all such unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its discretion.

Appears in 1 contract

Samples: Credit and Security Agreement (Cytomedix Inc)

Common use of Payments Generally Clause in Contracts