Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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. (d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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. (e) 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. (f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0. (g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 4 contracts
Samples: Senior Bridge Term Loan Agreement, Senior Bridge Term Loan Agreement (McKesson Corp), Senior Bridge Term Loan Agreement (McKesson Corp)
Payments Generally. (a) All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) 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 (a) in an Alternative Currency or a Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after 2:00 p.m., in the case of payments in Dollars, (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in this Section 2.12(a) the case of payments in a Subsidiary Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the any Borrower shall come become due on a day other than a Business Day, payment shall be made on the next following Business Day, and provided, however, in the case of Eurocurrency Rate Loans, such extension of time shall be reflected in computing interest; provided, further, that, if such extension would cause payment of interest on or feesprincipal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless 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, that such Borrower or such Lender, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans Loans, issue Letters of Credit and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan Loan, issue any Letter of Credit 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, issue any Letter of Credit or purchase its participation.
(ef) 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.
(fg) Any prepayment Each Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, or in the case of Loans or Commitment reductiona Lender under the Note held by such Lender, whether voluntary or mandatory, to charge from time to time against any and all of such Borrower’s accounts with such Lender any amount so due.
(h) If any Lender shall fail to make any payment required to be made with respect by it pursuant to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduceSection 2.03(c), first2.04(e), Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f2.12(c) or anything else herein to 9.07, then the contraryAdministrative Agent may, in its discretion and notwithstanding any prepayment contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of any Loans or reduction such Lender for the benefit of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent, the Swingline Lenders or the L/C Issuers to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregate account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
Appears in 3 contracts
Samples: Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/)
Payments Generally. (a) 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 Domestic Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein herein, and all payments by McKesson Canada hereunder shall be made to the Canadian Administrative Agent for the account of the Canadian Lenders at the Canadian Administrative Agent’s Office in Canadian Dollars not later than 12:00 noon (Eastern time) on the date specified herein, in each case, in immediately available funds. The Administrative Applicable Agent will promptly distribute to each Lender its Pro Rata Share and to each Canadian Lender its Canadian 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. All payments received by the Administrative an Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the a 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.
(i) Unless the Administrative Applicable Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative such Agent such Lender’s share of such borrowingBorrowing, the Administrative such Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Applicable Agent, then such Lender and the Applicable Borrower severally agree to pay to the Administrative Applicable 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 Applicable Borrower to but excluding the date of payment to the Administrative such Agent, at (A) in the case of a payment to be made by such Lender, the greater of (1) 1)(x), in respect of Domestic Loans, the Federal Funds Rate and (y) in respect of Canadian Loans, the Overnight Canadian Rate from time to time in effect and (2) a rate determined by the Administrative Applicable Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Applicable Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by the Applicable Borrower, the interest rate applicable to the related Loanapplicable Borrowing. If the Applicable Borrower and such Lender shall pay such interest to the Administrative Applicable Agent for the same or an overlapping period, the Administrative Applicable Agent shall promptly remit to the Applicable Borrower the amount of such interest paid by the Applicable Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Applicable Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such borrowingBorrowing. Any payment by the Applicable Borrower shall be without prejudice to any claim the Applicable Borrower may have against a Lender that shall have failed to make such payment to the Administrative Applicable Agent.
(ii) Unless the Administrative Applicable Agent shall have received notice from the Applicable Borrower prior to the date on which any payment is due to the Administrative such Agent for the account of the Lenders or the L/C Issuer hereunder that the Applicable Borrower will not make such payment, the Administrative Applicable Agent may assume that the Applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Applicable 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 Applicable Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, 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 such Agent, at the greater of (1) 1)(x), in respect of Domestic Loans, the Federal Funds Rate and (y) in respect of Canadian Loans, the Overnight Canadian Rate from time to time in effect and (2) a rate determined by the Administrative Applicable Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Applicable Agent to any Lender or the Applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) If any Lender makes available to the Administrative either 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 Applicable Borrower by the Administrative Applicable Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative such Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of the Lenders hereunder to make Loans Committed Loans, to fund participations in Letters of Credit and to purchase Bankers’ Acceptances and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan Committed Loan, to fund any such participation, to make any such purchase 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 Committed Loan, fund its participation or purchase its Bankers’ Acceptance.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)
Payments Generally. (ai) 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(iii) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the hereby authorizes Administrative Agent, then such Lender and the Borrower 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 to deduct automatically all principal, interest or fees when due hereunder or under any Note from any account of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Borrower maintained with 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 Agent; and (B) in the case of a payment to be made by the Borrower, the interest rate applicable if and to the related Loan. 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 extent any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentprincipal, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans fees under this Agreement shall be allocated pro rata amongst or any Note is not made when due to deduct any such amount from any or all of the Lenders accounts of Borrower maintained at Administrative Agent. Administrative Agent agrees to reduce, first, Loans until such Loans have been reduced provide written notice to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment Borrower of any Loans or reduction automatic deduction made pursuant to this Section 2.12(a)(ii) showing in reasonable detail the amounts of Commitments, whether voluntary or mandatory, such deduction. Each Lender agrees to be made with respect to the Commitments or Loans reimburse Borrower based on its applicable Percentage Share for any amounts deducted from such accounts in excess of Xxxxxxx Xxxxx Bank USA amount due hereunder and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agentany other Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Titan Machinery Inc.)
Payments Generally. (a) All payments to be made by the Borrower under any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share herein.
(or other applicable share as provided hereinb) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the applicable 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. 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Credit Extension. 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 in accordance with banking industry rules on interbank compensationor 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 (bc) 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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans fund Several Letters of Credit and to make payments pursuant to Section 11.04(c) Letter of Credit Participations are several and not joint. The failure of any Lender to make fund any Loan such Several Letter of Credit or Letter of Credit 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 fund a Several Letter of Credit or purchase its LoanLetter of Credit Participation.
(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan Several Letter of Credit or Letter of Credit Participation 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD), Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available fundsherein. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. The Administrative Agent will promptly distribute to each 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. All payments received by ; provided that to the extent the Administrative Agent after does not send such wire transfers to which the Lenders are entitled pursuant to this clause (a) prior to the completion of the Business Day immediately following the date on which it receives any applicable time specified in this Section 2.12(a) payment from the Borrower, the amount distributed to the Lenders shall be deemed received accompanied by interest, calculated at the Federal Funds Rate, on the next succeeding Business Day and amount to which each Lender was initially entitled. To the extent the Borrower seeks to make any applicable interest payment through the debiting of any accounts held at the Administrative Agent or fee shall continue any of its Affiliates, the Borrower shall, as of any such date, deliver to accrue. the Administrative Agent a written request for the debiting of such account in the form of a Debit Account Form.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment is not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Borrowing set forth in ARTICLE IV Article 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 interestwith interest calculated at the Federal Funds Rate (which interest shall begin to accrue on the second Business Day following the date of the requested Borrowing).
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Wells Real Estate Investment Trust Ii Inc), Credit Agreement (Wells Real Estate Investment Trust Ii Inc)
Payments Generally. (ai) All payments to be made by the Borrower shall Borrowers will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein or under any Cash Sweep Agreement, all payments by the Borrower Borrowers hereunder shall will be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than (i) 12:00 noon on the date specified herein or (ii) after the Applicable Time specified by Administrative Agent in immediately available fundsthe case of payments in an Alternative Currency, will in each case be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue. The If, for any reason, any Borrower is prohibited by any requirement of applicable Law from making any required payment hereunder in an Alternative Currency, the Borrowers will make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Administrative Agent will promptly distribute to each Lender its Pro Rata 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall 12:00 noon will be deemed received on the next succeeding Business Day and any applicable interest or fee shall will continue to accrue; provided, however, that at the request of Administrative Agent, payments of interest on Eurodollar Rate Loans denominated in an Alternative Currency will be made in the applicable Alternative Currency in immediately available funds to such account at such bank as Administrative Agent may designate to any Borrower, no later than 12:00 noon (local time in the place where such bank is located) on the due date. If any payment to be made by the Borrower shall Borrowers will come due on a day other than a Business Day, payment shall will be made on the next following Business Day, and such extension of time shall will be reflected in computing interest or fees, as the case may be.
(iii) Unless the The Borrowers hereby authorize Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 to deduct automatically all principal, interest or fees when due hereunder or under any Note from any account of the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Borrowers maintained with 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 if and to the related Loan. 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 extent any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentprincipal, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans fees under this Agreement shall be allocated pro rata amongst or any Note is not made when due to deduct any such amount from any or all of the Lenders accounts of the Borrowers maintained at Administrative Agent. Administrative Agent agrees to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein provide written notice to the contrary, any prepayment Borrowers of any Loans or reduction automatic deduction made pursuant to this Section 2.13(a)(ii) showing in reasonable detail the amounts of Commitments, whether voluntary or mandatory, such deduction. Each Lender agrees to be made with respect to reimburse the Commitments or Loans Borrowers based on its applicable Percentage Share for any amounts deducted from such accounts in excess of Xxxxxxx Xxxxx Bank USA amount due hereunder and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agentany other Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Ch2m Hill Companies LTD), Credit Agreement (Ch2m Hill Companies LTD)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent or the Revolver Agent, as applicable, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative applicable Agent’s Office and in Dollars immediately available funds not later than 12:00 noon 2:00 p.m., Local Time, on the date specified herein in immediately available fundsherein. The Administrative Agent or the Revolver Agent, as applicable, will promptly distribute to each 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. All payments received by the Administrative Agent or the Revolver Agent, as applicable, after 2:00 p.m., Local Time, shall (in the applicable time specified in this Section 2.12(asole discretion of the Administrative Agent or the Revolver Agent, as applicable) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other payments under each Loan Document shall be made in Dollars.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Adjusted Term SOFR Rate Loans or Revolver Adjusted Term SOFR Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless the Borrower or any Lender has notified the Administrative Agent or the Revolver Agent, as applicable, prior to the date any payment is required to be made by it to the Administrative Agent or the Revolver Agent, as applicable, hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent or the Revolver Agent, as applicable, may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds, then:
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to if the Borrower a corresponding amount. In failed to make such eventpayment, if a Lender has not in fact made its share of then the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree agrees to pay to the Administrative Agent or the Revolver Agent, as applicable, forthwith on demand the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Administrative Agent or the Revolver Agent, as applicable, to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation, plus it being understood that nothing herein shall be deemed to relieve any administrative, processing Lender from its obligation to fulfill its Commitment or similar fees customarily charged by to prejudice any rights which the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related Loan. 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 Revolver 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 as applicable, or the Borrower may have against any Lender as a result of any default by such Lender that shall have hereunder; and
(ii) if any Lender failed to make such payment to the Administrative Agent.
(ii) Unless the Administrative Agent payment, such Lender shall have received notice from the Borrower prior to the date forthwith on which any payment is due demand pay to the Administrative Agent or the Revolver Agent, as applicable, the amount thereof in immediately available funds, together with interest thereon for the account of period from the Lenders that the Borrower will not make date such payment, amount was made available by the Administrative Agent may assume that or the Revolver Agent, as applicable, to the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 recovered by the Administrative Agent or the Revolver Agent, as applicable, (the “Compensation Period”) at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent or the Revolver Agent, as applicable, (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 or the Revolver Agent’s, as applicable, demand therefor, the Administrative Agent or the Revolver Agent, as applicable, may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent or the Revolver Agent, as applicable, 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 Revolver Agent, as applicable, or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent or the Revolver Agent, as applicable, to any Lender or the Borrower with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest demonstrable error.
(cd) If any Lender makes available to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Revolver Agent, as applicable, shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Loans and the obligations of the Revolving Credit Lenders to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit 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 LoanLoan or fund its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) Whenever any payment received by the Administrative Agent or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or LoansRevolver Agent, as applicable, as Xxxxxxx Xxxxx Bank under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, and applied by the Administrative Agent or the Revolver Agent, as applicable, and the Lenders in the order of priority set forth in Section 8.04.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
Payments Generally. (a) All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) 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 (a) in an Alternative Currency or a Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender’s 's Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after 2:00 p.m., in the case of payments in Dollars, (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in this Section 2.12(a) the case of payments in a Subsidiary Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the any Borrower shall come become due on a day other than a Business Day, payment shall be made on the next following Business Day, and provided, however, in the case of Eurocurrency Rate Loans, such extension of time shall be reflected in computing interest; provided, further, that, if such extension would cause payment of interest on or feesprincipal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless 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, that such Borrower or such Lender, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender's Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent's demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans Loans, issue Letters of Credit and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan Loan, issue any Letter of Credit 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, issue any Letter of Credit or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reductionEach Borrower hereby authorizes each Lender, whether voluntary or mandatory, required to be made with respect if and to the Commitments extent payment owed to such Lender is not made when due hereunder, or Loans in the case of a Lender under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until Note held by such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatoryLender, to be made charge from time to time against any and all of such Borrower's accounts with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agentsuch Lender any amount so due.
Appears in 2 contracts
Samples: Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/)
Payments Generally. (a) 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. Except as otherwise expressly provided hereinherein and except with respect to an Approved Foreign Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for Dollar-denominated payments and in Same Day Funds not later than 1:00 p.m. New York City time on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder in an Approved Foreign 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 Dollars such Approved Foreign Currency and in Same Day Funds not later than 12:00 noon 2:00 p.m. (London time) (or, if earlier, 9:00 a.m. New York city time) on the date dates specified herein herein. If, for any reason, the Borrowers is prohibited by any Law from making any required payment hereunder in immediately available fundsan Approved Foreign Currency, the Borrowers shall make such payment in Dollars in an amount equal to the Dollar Equivalent of such Approved Foreign 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 applicable Lending Office. All payments received by the Administrative Agent after the applicable time specified above shall in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Except as otherwise provided herein, 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 Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender’s share of , as the case may be, will not make such borrowingpayment, the Administrative Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in accordance with banking industry rules on interbank compensationSame Day Funds at the applicable Overnight Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and foregoing; and
(Bii) if any Lender failed to make such payment (including, without limitation, failure to fund participations in the case respect of a payment to be made by the Borrowerany Letter of Credit or Swing Line Loan), the interest rate applicable to the related Loan. If the Borrower and such Lender shall forthwith on demand pay such interest to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the same or an overlapping period, period from the date such amount was made available by the Administrative Agent shall promptly remit to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight 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 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 late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such borrowing. Any payment by the Borrower shall be Lender does not pay such amount (including, without prejudice limitation, failure to fund participations in respect of any claim the Borrower may have against a Lender that shall have failed to make such payment to Letter of Credit or Swing Line Loan) forthwith upon the Administrative Agent.
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment’s demand therefor, the Administrative Agent may assume that make a demand therefor upon the applicable Borrower, and the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date shall pay such amount is distributed to it to but excluding the date of payment to the Administrative Agent, together with interest thereon for the Compensation Period at the greater of (1) the Federal Funds Rate and (2) a rate determined by 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 in accordance with banking industry rules on interbank compensationor the applicable 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 any Borrower with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest error.
(cd) 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 applicable Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans Administrative Agent under this Agreement shall be allocated pro rata amongst or any of the Lenders other Loan Documents is insufficient to reduce, first, Loans until such Loans have been reduced to $0 pay in full all amounts due and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative AgentAgent 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 8.04. If the Administrative Agent receives funds for application to the Obligations of the Borrowers or 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 (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.
Appears in 2 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Payments Generally. (ai) 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 hereinherein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein.
(iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan 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, 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 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. .
(iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (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 time interest or fee shall continue to accrue.
(v) 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 this Section 2.12(asuch 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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender’s Committed Loan or Bid Loan, as the greater of (1) case may be, included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(de) The obligations of the Lenders hereunder to make Revolving Credit Loans and to make payments pursuant to Section 11.04(c) fund participations in Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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 Lending Office. All payments received by the Administrative Agent (i) after 12:00 p.m., in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. .
(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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender’s share of , as the case may be, will not make such borrowingpayment, the Administrative Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is made available to the Borrower to but excluding the date of payment repaid to the Administrative AgentAgent in Same Day Funds, at (A) in the case of a payment to be made by such Lender, the greater of (1x) the Federal Funds Rate from time to time in effect and (2y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; and
(ii) if any Lender failed to make such payment, plus any administrativesuch Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, processing or similar fees customarily charged together with interest thereon for the period from the date such amount was made available by the Administrative Agent in connection with the foregoing and (B) in the case of to a payment Borrower to be made by the Borrower, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 recovered by the Administrative Agent, Agent (the “Compensation Period”) at a rate per annum equal to the greater of (1x) the Federal Funds Rate from time to time in effect and (2y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 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 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Revolving Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Revolving 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 LoanRevolving Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Payments Generally. (a) All payments to be made by under this Agreement, the Borrower Revolving Credit Notes and the other Facility Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, in Dollars and all payments by under the Borrower hereunder Swingline Notes shall be made to the Administrative Agentin Norwegian Krone, for the account of the Lenders, at the Administrative Agent’s Office in Dollars each case in immediately available funds not later than 12:00 noon 11:00 a.m. New York, New York time on the date relevant dates specified herein above or in immediately available funds. The Administrative Agent will promptly distribute to such Facility Document (each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer made after such time on such due date to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received to have been made on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Banking Day) by, 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.
(i) Unless unless the Administrative Agent shall have received notice from a Lender prior agrees to the proposed date of any borrowing of Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingaccept payment by other means, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 debiting by such Lender, the greater of (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that applicable Lending Office of each Lender, or by any Lender for whose account any such payment is to be made, of the amount of any such payment from any ordinary deposit account of the Borrower will not make or the Subsidiary Borrower, as applicable, with the Administrative Agent or such paymentLender, as the case may be, and the Administrative Agent so doing shall promptly notify the Borrower or the Subsidiary Borrower, as applicable, and any Lender so doing shall promptly notify the Administrative Agent which in turn shall promptly notify the Borrower or the Subsidiary Borrower, as applicable. The Borrower or the Subsidiary Borrower, as applicable, shall, at the time of making each optional payment under this Agreement, any Note or any other Facility Document, specify to the Administrative Agent the principal or other amount payable by the Borrower or the Subsidiary Borrower under this Agreement, such Note or such other Facility Document to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Administrative Agent may assume that the Borrower has made apply such payment as it may elect in its sole discretion (subject to Section 11.16)). If the due date of any payment under this Agreement, any Note or any other Facility Document would otherwise fall on a day which is not a Banking Day, such date in accordance herewith and may, in reliance upon such assumption, distribute shall be extended to the Lenders next succeeding Banking Day and interest shall be payable for any principal so extended for the amount dueperiod of such extension. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 Each payment to the Administrative Agent, at the greater of (1) the Federal Funds Rate and (2) a rate determined received by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice hereunder, under any Note or any other Facility Document for the account of the Administrative Agent to any a Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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) paid promptly to such Lender, without interest.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 datein immediately available funds, and no Lender shall be responsible for the failure account of any other Lender to so make its Loansuch Lender's Lending Office.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (LCC International Inc), Credit Agreement (LCC International Inc)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffsetoff except as provided in this Section 3.01. Except as otherwise expressly provided herein, herein and all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 1:30 p.m. on the date specified herein herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in immediately available fundsthe United States. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after 1:30 p.m. may, in the applicable time specified in this Section 2.12(a) shall Administrative Agent’s discretion, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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 SOFR Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender’s share of Xxxxxx, as the case may be, will not make such borrowingpayment, the Administrative Agent may assume that such Lender the Borrower or Lenders, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative AgentAgent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then such the applicable Lender and the Borrower agree agrees to pay to the Administrative Agent forthwith on demand the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Administrative Agent to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus it being understood that nothing herein shall be deemed to relieve any administrative, processing Lender from its obligation to fulfill its Commitment or similar fees customarily charged by to prejudice any rights which 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 the related Loan. 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 any Lender as a result of any default by such Xxxxxx xxxxxxxxx; and
(ii) if any Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Unless the Administrative Agent payment, such Lender shall have received notice from the Borrower prior to the date forthwith on which any payment is due demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the account of period from the Lenders that the Borrower will not make date such payment, amount was made available by the Administrative Agent may assume that to the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 recovered by the Administrative Agent, Agent (the “Compensation Period”) at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on 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 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 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 (bSection 2.12(c) shall be conclusive, absent manifest demonstrable error.
(cd) 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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans Administrative Agent under this Agreement shall be allocated pro rata amongst or any of the Lenders other Loan Documents is insufficient to reduce, first, Loans until such Loans have been reduced to $0 pay in full all amounts due and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative AgentAgent 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 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 Applicable Percentage 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.
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower The first Interest Period hereunder shall be made to commence on and include the Administrative AgentClosing Date and shall end on and include August 14, for 2015. Thereafter during the account term of the LendersLoan, at the Administrative Agent’s Office in Dollars not later than 12:00 noon each Interest Period shall commence on the date specified herein fifteenth (15th) day of the calendar month preceding the calendar month in immediately available fundswhich the related Payment Date occurs and shall end on and include the fourteenth (14th) day of the calendar month in which the related Payment Date occurs. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come is due on a day other than is not a Business Day, payment then amounts due on such date shall be made due on the next following immediately preceding Business DayDay and with respect to payments of principal due on the Maturity Date, and such extension of time interest shall be reflected in computing interest payable at the Interest Rate or feesthe Default Rate, as the case may be.
(i) Unless , through and including the last day of the related Interest Period. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever unless required by applicable law. Administrative Agent shall have received notice the right from a Lender prior time to the proposed date of any borrowing of Loans 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 and maytime, in reliance its sole discretion, upon such assumptionnot less than ten (10) Business Days prior written notice to Borrower, make available to change the Borrower Payment Date to a corresponding amount. In such eventdifferent calendar day and/or the Interest Period to different starting and ending calendar days and, if a Lender has not in fact made its share of the applicable borrowing available to the requested by Administrative Agent, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 execute an amendment to the Borrower the amount of this Agreement to evidence such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agentchanges; provided, 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 however, that shall have failed to make such payment to the Administrative Agent.
(ii) Unless the if Administrative Agent shall have received notice from elected to change the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentPayment Date as aforesaid, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return also be required to adjust the Interest Period such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations that the Payment Date is the day following the last day of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 LoanInterest Period.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (Excel Trust, L.P.), Loan Agreement (Excel Trust, L.P.)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender's Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensation. 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans Administrative Agent under this Agreement shall be allocated pro rata amongst or any of the Lenders other Loan Documents is insufficient to reduce, first, Loans until such Loans have been reduced to $0 pay in full all amounts due and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative AgentAgent 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-off. Except as otherwise expressly provided herein, all payments by the Borrower Borrowers hereunder to be made in US Dollars shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 12:00 noon noon, on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder to be made in immediately available fundsa Foreign 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 Foreign Currency, as the case may be, and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the 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 a Foreign Currency, such Borrower shall make such payment in US Dollars in the Dollar Equivalent of such Foreign Currency payment amount. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after 12:00 noon, in the applicable time case of payment in US Dollars or by the Administrative Agent, as the case may be, after the Applicable Time specified by the Administrative Agent in this Section 2.12(a) the case of payments in a Foreign Currency shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Subject to the definition of “Interest Period,” if any payment to be made by the a 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Incremental Facility Agreement (Anixter International Inc), Five Year Revolving Credit Agreement (Anixter International Inc)
Payments Generally. (ai) 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(ii) On each date when the payment of any principal, interest or fees are due hereunder or under any Note, Borrower agrees to maintain on deposit in an ordinary checking account maintained by Borrower with Agent (as such account shall be designated by Borrower in a written notice to Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full on such date. Borrower hereby authorizes Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from the Borrower Account, and (B) if and to the extent any payment 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 Borrower maintained at Agent. Agent agrees to provide written notice to Borrower of any automatic deduction made pursuant to this Section 2.12(a)(ii) showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Pro Rata Share for any amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.
(a) 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.
(ib) Unless the Administrative Agent shall have received notice from a Borrower or any Lender has notified Agent, prior to the proposed date of any borrowing of Loans payment is required to be made by it to Agent hereunder, that Borrower or such Lender Lender, as the case may be, will not make available to the Administrative Agent such Lender’s share of such borrowingpayment, the Administrative Agent may assume that Borrower or such Lender Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing to Agent in immediately available funds, then:
(i) if Borrower failed to the Administrative Agentmake such payment, then such each Lender and the Borrower agree to pay to the Administrative Agent shall forthwith on demand repay to Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by Agent to such Lender to the Borrower date such amount is repaid to but excluding the date of payment to the Administrative Agent, Agent in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and from time to time in effect; and
(2ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationif any Lender failed to make such payment, 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 the related Loan. If the Borrower and such Lender shall forthwith on demand pay to Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such interest amount was made available by Agent to Borrower to the Administrative date such amount is recovered by Agent for (the same or an overlapping period, the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodFederal Funds Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in the applicable Borrowing. If such borrowing. Any payment by the Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to 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 without deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice to any claim the rights which Agent or Borrower may have against any Lender as 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 result of any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to default by 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationhereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (bc) 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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit 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 LoanLoan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except The Borrower agrees that on the date any payment of principal and/or interest is due and owing to the Administrative Agent or any Lender hereunder or under any of the Loan Documents, the Administrative Agent will debit such amount, for the account of the respective Lenders for which such payment is owed, from deposit account number 1499627131 owned by the Borrower, or such other of the Borrower’s accounts with the Administrative Agent as otherwise expressly provided herein, all payments designated in writing by the Borrower hereunder shall to the Administrative Agent. The Borrower will maintain sufficient immediately available funds in any such deposit account to cover each debit. If there are insufficient immediately available funds in the deposit account on the date the Administrative Agent enters any such debit authorized by this Agreement, the Administrative Agent may reverse the debit. For payments not made by direct debit, payments will be made by the Borrower to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each applicable 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in on computing interest or fees, as the case may be.
(ib) Unless the Borrower has notified the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the 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 maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to such paymentAdministrative Agent in immediately available funds, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of 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 (1) the Federal Funds Rate and (2) a rate determined was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in accordance with banking industry rules on interbank compensationimmediately available funds, at the Federal Funds Rate. A notice of the any Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (ai) 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 hereinherein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein.
(iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan 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. 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 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 Lending Office. .
(iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (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 time interest or fee shall continue to accrue.
(v) 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 this Section 2.12(asuch 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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of Lender or the Lenders severally agrees to L/C Issuer, as the case may be, shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender or L/C Issuer, as the case may be, in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender or the L/C Issuer, as the case may be, to but excluding the date of payment 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 or the L/C Issuer failed to make such payment, such Lender or L/C Issuer, as the case may be, 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 any Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Revolving Credit Loan or Bid Loan, as the greater of (1) case may be, included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender or L/C Issuer does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 or the L/C Issuer from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender or the L/C Issuer as a result of any default by such Lender or L/C Issuer, as the case may be, hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c11.05(b) are several and not joint. The failure of any Lender to make any Loan Revolving Credit Loan, to fund any such participation or to make any payment under Section 11.05(b) 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 Credit Loan, purchase its participation make its payment under Section 11.05(b).
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (ai) 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 hereinherein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein.
(iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan 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. 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 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 Lending Office. .
(iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (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 time interest or fee shall continue to accrue.
(v) 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 this Section 2.12(asuch 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 118711003_9 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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of Lender or the Lenders severally agrees to L/C Issuer, as the case may be, shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender or L/C Issuer, as the case may be, in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender or the L/C Issuer, as the case may be, to but excluding the date of payment 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 or the L/C Issuer failed to make such payment, such Lender or L/C Issuer, as the case may be, 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 any Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Revolving Credit Loan or Bid Loan, as the greater of (1) case may be, included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender or L/C Issuer does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 or the L/C Issuer from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender or the L/C Issuer as a result of any default by such Lender or L/C Issuer, as the case may be, hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms 118711003_9 hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Revolving Credit 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 LoanRevolving Credit Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (ai) 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 hereinherein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein.
(iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan 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, 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 Lender its Pro Rata Share in respect of the relevant Facility (or other applicable share as provided hereinprovided
(iv) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (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 time interest or fee shall continue to accrue.
(v) 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 this Section 2.12(asuch 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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender’s Committed Loan or Bid Loan, as the greater of (1) case may be, included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(de) The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans and to make payments pursuant to Section 11.04(c) fund participations in Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Fortive Corp)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a2.09(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingthe initial Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such 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 (1) the Federal Funds Rate and (2) 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 foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related Loanapplicable Borrowing. 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 Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. 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 due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 (1A) the Federal Funds Rate and (2B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 4. All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) 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 (a) in an Alternative Currency or a Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after 2:00 p.m., in the case of payments in Dollars, (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in this Section 2.12(a) the case of payments in a Subsidiary Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(a) If any payment to be made by the any Borrower shall come become due on a day other than a Business Day, payment shall be made on the next following Business Day, and provided, however, in the case of Eurocurrency Rate Loans, such extension of time shall be reflected in computing interest; provided, further, that, if such extension would cause payment of interest on or feesprincipal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(b) Unless 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, that such Borrower or such Lender, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) 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 to any Borrower as provided in the foregoing provisions of this ARTICLE Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Loans Loans, issue Letters of Credit and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan Loan, issue any Letter of Credit 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, issue any Letter of Credit or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reductionEach Borrower hereby authorizes each Lender, whether voluntary or mandatory, required to be made with respect if and to the Commitments extent payment owed to such Lender is not made when due hereunder, or Loans in the case of a Lender under this Agreement shall be allocated pro rata amongst the Lenders Note held by such Lender, to reduce, first, Loans until charge from time to time against any and all of such Loans have been reduced to $0 and second, Commitments until Borrower’s accounts with such Commitments have been reduced to $0Lender any amount so due.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made with respect by it pursuant to Section 2.03(c), 2.04(e), 2.12(c) or 9.07, then the Commitments or Loans Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to such Lender for the benefit of the Administrative Agent, the Swingline Lenders or the L/C Issuers to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregate account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
Appears in 1 contract
Samples: Credit Agreement (Mettler Toledo International Inc/)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.09, on each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.09.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereofAgent’s demand therefor, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of may make a demand therefor upon the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 dateBorrower, and no Lender the Borrower shall be responsible pay such amount to the Administrative Agent, together with interest thereon for the failure Compensation Period at a rate per annum equal to the rate of any other Lender interest applicable to so make its Loan.
(e) the applicable Borrowing. Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which the Administrative Agent or the Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (McClatchy Co)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such 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 (1) the Federal Funds Rate and (2) 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 foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related LoanBase 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 Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. 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 due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, 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 L/C Issuer, 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Loan Revolving 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 Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c).
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Team Inc)
Payments Generally. (a) 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 hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars the applicable Available Currency in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in immediately available fundsan 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 hereinfor 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue 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.
(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 not be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment 95007615_1 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, that the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to but 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 date amount of payment 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 greater of (1) the Federal Funds Rate and (2) a rate determined by 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 in accordance with banking industry rules on interbank compensationor 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 Borrower Borrowers with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest error.
(cd) 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 Borrowers by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in the order of priority set forth in Section 2.12(f) or anything else herein 8.03. If the Administrative Agent receives funds for application to the contrary, any prepayment Obligations of any Loans the Loan Parties under or reduction in respect of Commitments, whether voluntary or mandatory, the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be made with respect applied, the Administrative Agent 95007615_1 may (to the Commitments 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 Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC other applicable share provided for under this Agreement shall be allocated between their respective Commitments 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 Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing prepayment of such of the outstanding Loans or other Obligations then owing to the Administrative Agentsuch Lender.
Appears in 1 contract
Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal of and interest on Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the 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. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable pro rata share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. If .
(b) Subject to the definition of “Interest Period,” 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder (or, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 Borrowing of a Base Rate Loan, prior to be made the time the Loan Notice is delivered by the Domestic Borrower), that such Borrower or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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 applicable 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and the applicable Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 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 applicable Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 applicable Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE IV Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) If at any time insufficient funds are received by or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing are available to the Administrative AgentAgent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
Appears in 1 contract
Samples: Credit Agreement (INFONXX, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:30 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Local Currency Loans 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 immediately available fundssuch Local Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the 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, the Borrower is prohibited by any Laws from making any required payment hereunder in a Local Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Local Currency payment amount. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:30 p.m., in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) the case of payments in an Local Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. accrue until such next succeeding Business Day.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (unless such Business Day falls in a subsequent calendar month, in which case such payment shall be made on the immediately preceding Business Day), and such extension or reduction of time time, if any, shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender's Committed Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereofAgent's demand therefor, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of may make a demand therefor upon the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 dateBorrower, and no Lender the Borrower shall be responsible pay such amount to the Administrative Agent, together with interest thereon for the failure Compensation Period at a rate per annum equal to the rate of any other Lender interest applicable to so make its Loan.
(e) the applicable Borrowing. Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which the Administrative Agent or the Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Fisher Scientific International Inc)
Payments Generally. (ai) 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 hereinherein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein.
(iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in immediately available fundsan 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. 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 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 Lending Office. .
(iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (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 time interest or fee shall continue to accrue.
(v) 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 this Section 2.12(asuch 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. 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing Borrowing of Eurocurrency Rate Loans or Alternative Currency Daily Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) 145501075_6 that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingBorrowing, 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 such Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such the applicable Lender and the Borrower Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the such 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 (1) the Federal Funds Rate and (2) at a rate determined by per annum equal to the Administrative Agent in accordance with banking industry rules on interbank compensationapplicable Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to such Borrowing or in the related Loancase of Alternative Currencies, in accordance with such market practice, in each case, as applicable. If the Borrower Company 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 Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company 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 Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the applicable Borrower will not make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such event, if payment referred to as the Borrower “Rescindable Amount”): (1) the Company has not in fact made such payment, ; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Company (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously 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 Rescindable Amount so distributed to such Lender or the L/C Issuer, 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 (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the Administrative Agent in accordance with banking industry rules on interbank compensationapplicable Overnight Rate. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.. 145501075_6
(c) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c11.05(b) are several and not joint. The failure of any Lender to make any Loan Revolving Credit Loan, to fund any such participation or to make any payment under Section 11.05(b) 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 Credit Loan, purchase its participation make its payment under Section 11.05(b).
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 Lenders, Agent at the Administrative Agent’s Office Agent Account in Dollars and in immediately available funds not later than 12:00 noon 3:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(ib) Unless the Administrative Agent shall have received notice from a Lender prior Except to the proposed date of any borrowing of Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingextent otherwise provided herein, the Administrative Agent may assume that such Lender has made such share available Loans, each payment or prepayment of principal of the Loans, each payment of interest on such date the Loans, each payment of the Prepayment Amount and each other payment hereunder shall be allocated among the Lenders pro rata in accordance with Section 2.02 and may, in reliance upon such assumption, make available their Ratable Shares of the Loans. The Administrative Agent agrees to forward to the Borrower a corresponding amount. In Lenders such eventprincipal, if a Lender has not in fact made its share of interest and other payments on the applicable borrowing available to the Administrative Agentsame Business Day as such amounts are received, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) a rate determined collected or applied by the Administrative Agent from the Borrower, unless the Administrative Agent receives such amounts after 11:00 a.m., in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged which case such payments may be forwarded 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 the related Loan. If Lenders on 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 Agentnext Business Day.
(iic) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such paymentpayment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the Lenders amount then due such Lender. If and to the amount due. In such event, if extent the Borrower has shall not in fact have so made such paymentpayment in full to the Administrative Agent, then each of the Lenders severally agrees to Lender shall repay to the Administrative Agent forthwith on demand the such amount so distributed to such Lender in immediately available funds together with interest thereonthereon at the applicable LIBOR, for each day from and including the date such amount is distributed to it to but excluding such Lender until the date of payment such Lender repays such amount to the Administrative Agent, at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations Except as expressly set forth herein, if any payment to be made by or on account of any obligation of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure Borrower or the date for the performance of any Lender to make any Loan covenant shall come due on any date required hereunder a day other than a Business Day, payment or performance, as applicable, shall not relieve any other Lender of its corresponding obligation to do so be made on such datethe next following Business Day, and no Lender for payments such extension of time shall be responsible for the failure of any other Lender to so make its Loanreflected in computing interest.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffsetoff by any Loan Party. Except as otherwise expressly provided herein, all payments by the Borrower Parties hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available fundsherein. The 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. Funds received by Administrative Agent after 2:00 p.m. shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day following receipt of such funds and any applicable interest or fees shall continue to each 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. All payments received by the Administrative Agent after hereunder for the applicable time specified in this Section 2.12(a) account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be deemed received on promptly distributed by the next succeeding Business Day and any applicable interest or fee shall continue Administrative Agent to accruesuch Lender. 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.. All payments made on the Obligations shall be credited, to the extent of the amount thereof as follows:
(i) Unless during a Remedies Reallocation Period, all payments received on account of the Obligations and all net proceeds from the enforcement of the Obligations shall be applied by the Administrative Agent shall have received notice from a Lender prior to Agent: (1) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the proposed date of any borrowing of Loans 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 terms hereof in accordance with 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 not in fact made its share of the applicable borrowing available to Pro Rata Shares of any such costs, expenses and other fees; (2) second, against the Administrative Agent, then such Lender amount of interest accrued and unpaid on the Borrower 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 Obligations as of the date of such payment in accordance with the applicable Pro Rata Shares of such interest; (3) third, against all principal due and owing on the Obligations as of the date of such payment in accordance with the applicable Pro Rata Shares of such principal; and (4) fourth, to all other amounts constituting any portion of the Administrative Agent, at Obligations in accordance with the applicable Pro Rata Shares of such other amounts; and
(Aii) in any circumstance not covered by the case foregoing Section 3.04(a)(i), all payments received on account of a payment to the Obligations shall be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined applied by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged the manner directed by the Administrative Agent in connection with the foregoing and Borrowers (B) in the case of a payment including without limitation to be made by the Borrower, the interest rate applicable credited to the related Loan. 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 Agentspecific Loans).
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower Borrowers under any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-off. 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share herein.
(or other applicable share as provided hereinb) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the a 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the applicable 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 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 Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, at then, in the greater case of (1) payment with respect to a Loan, such amount shall constitute such Lender’s Loan included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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§3.1.1, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE IV §10 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund Several Letters of Credit and Letter of Credit Participations are several and not joint. The failure of any Lender to make any Loan or to fund any such Several Letter of Credit or Letter of Credit 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, fund a Several Letter of Credit or purchase its Letter of Credit Participation.
(ef) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan Loan, Several Letter of Credit or Letter of Credit Participation 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Payments Generally. (a) All payments to be made of principal of, and interest on, the Obligations under this Credit Agreement by the Borrower to or for the account of the Lenders, or any of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffsetoff by the Borrower. Except as otherwise expressly provided hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in immediately available funds. The 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 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. All payments received by the Administrative Agent after hereunder for the applicable time specified in this Section 2.12(a) account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be deemed received on promptly distributed by the next succeeding Business Day and any applicable interest or fee shall continue Administrative Agent to accruesuch Lender. 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.
(i) Unless . All payments made on the Administrative Agent Obligations shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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) be credited in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) 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 manner specified by the Borrower, with the interest rate applicable to the related Loan. If the Borrower and such Lender shall pay such interest to consent of 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such eventor, if the Borrower has not in fact made such paymentso specified, then each then, to the extent of the Lenders severally agrees to repay to amount thereof, in the Administrative Agent forthwith on demand following manner: (a) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the terms hereof; (b) second, against the amount so distributed to such Lender in immediately available funds with of interest thereon, for each day from accrued and including unpaid on the date such amount is distributed to it to but excluding Obligations as of the date of payment to the Administrative Agent, at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
such payment; (c) If any Lender makes available to third, against all principal due and owing on the Administrative Agent funds for any Loan to be made by Obligations as of the date of such Lender as provided in the foregoing provisions of this ARTICLE II, payment; and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the 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.
(d) The obligations fourth, to all other amounts constituting any portion of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 LoanObligations.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower pursuant to this Agreement or any of the Loan Documents in respect of principal of, interest on, or other amounts owing in respect of, the Loans shall be made in Dollars pursuant to the Priority of Payments. All amounts payable to the Collateral Agent under this Agreement or otherwise (including, but not limited to, fees) shall be paid to the Collateral Agent for the account of the Person entitled thereto. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Corporate Trust Office in Dollars and in Same Day Funds not later than 12:00 noon New York City time on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each applicable 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. All payments received by the Administrative Agent after the applicable 12:00 noon New York City time specified shall in this Section 2.12(a) shall 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. If .
(b) 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 to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of 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 (1) the Federal Funds Rate and (2) a rate determined was made available by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of to such Lender to the date such amount is repaid to the Administrative Agent to any Lender or in Same Day Funds at the Borrower with respect to any amount owing under this subsection (b) shall be conclusiveOvernight Bank Funding Rate, absent manifest error.plus any
(cd) 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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment Payment of principal on any Class of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated applied to each Borrowed Amount of such Class pro rata amongst based on the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0outstanding principal amount thereof.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)
Payments Generally. (a) All payments to be made by the Borrower under any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share herein.
(or other applicable share as provided hereinb) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the applicable 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. 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Credit Extension. 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 in accordance with banking industry rules on interbank compensationor 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 (bc) 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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans fund Several Letters of Credit and to make payments pursuant to Section 11.04(c) Letter of Credit Participations are several and not joint. The failure of any Lender to make fund any Loan such Several Letter of Credit or Letter of Credit 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 fund a Several Letter of Credit or purchase its LoanLetter of Credit Participation.
(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan Several Letter of Credit or Letter of Credit Participation 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Payments Generally. (ai) All payments to be made by the Borrower shall Borrowers will be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein or under any Cash Sweep Agreement, all payments by the Borrower Borrowers hereunder shall will be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than (i) 12:00 noon on the date specified herein or (ii) after the Applicable Time specified by Administrative Agent in immediately available fundsthe case of payments in an Alternative Currency, will in each case be deemed received on the next succeeding Business Day and any applicable interest or fee will continue to accrue. The If, for any reason, any Borrower is prohibited by any requirement of applicable Law from making any required payment hereunder in an Alternative Currency, the Borrowers will make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Administrative Agent will promptly distribute to each Lender its Pro Rata 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall 12:00 noon will be deemed received on the next succeeding Business Day and any applicable interest or fee shall will continue to accrue; provided, however, that at the request of Administrative Agent, payments of interest on Eurodollar Rate Loans denominated in an Alternative Currency will be made in the applicable Alternative Currency in immediately available funds to such account at such bank as Administrative Agent may designate to any Borrower, no later than 12:00 noon (local time in the place where such bank is located) on the due date. If any payment to be made by the Borrower shall Borrowers will come due on a day other than a Business Day, payment shall will be made on the next following Business Day, and such extension of time shall will be reflected in computing interest or fees, as the case may be.
(ii) The Borrowers hereby authorize Administrative Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from any account of the Borrowers maintained with Administrative Agent and (B) if and to the extent any payment 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 the Borrowers maintained at Administrative Agent. Administrative Agent agrees to provide written notice to the Borrowers of any automatic deduction made pursuant to this Section 2.13(a)(ii) showing in reasonable detail the amounts of such deduction. Each Lender agrees to reimburse the 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.
(i) Unless the Administrative Agent shall will have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.03 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such Lender the applicable Lender, on the one hand, and the Borrower agree Borrowers, on the other hand, each severally agrees 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 Borrowers 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 (1) the Federal Funds Rate and (2) 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 foregoing; and (B) in the case of a payment to be made by the BorrowerBorrowers, the interest rate applicable to the related LoanRevolving Credit Loans that are Base Rate Loans. If the Borrower Borrowers and such Lender shall will pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall will promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall will constitute such Lender’s Revolving Credit Loan included in such borrowingBorrowing. Any payment by the Borrower shall Borrowers will be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall will have failed to make such payment to the Administrative Agent.
(ii) Unless the Administrative Agent shall will have received notice from the Borrower Borrowers prior to the date on which any payment is due hereunder to the Administrative Agent for the account of the Lenders or any L/C Issuer that the Borrower Borrowers will not make such payment, the Administrative Agent may assume that the Borrower has Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has Borrowers have not in fact made such payment, then each of the Lenders and the L/C Issuer, as the case may be, each severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender Lenders or L/C Issuer, as the case may be, 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower Borrowers (including to the Administrative Borrowers on behalf of the Borrowers) with respect to any amount owing under this subsection (bSection 2.13(b) shall will be conclusive, absent manifest error.
. (c) If ooo)Failure to Satisfy Conditions Precedent. Subject to Section 2.04 and Section 2.05, 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 II and such funds are not made available to the Borrower Borrowers by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall will return such funds (in like funds as received from such Lender) to such Lender, without interest.
. (d) ppp)Obligations of the Lenders are Several and not Joint. The obligations of the Lenders hereunder to make Loans, to fund participations in Credits and Swing Line Loans and to make payments pursuant to under Section 11.04(c2.13(b)(ii), Section 10.04(c) and Section 10.05 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 2.13(b)(ii), Section 10.04(c) or Section 10.05 on any date required hereunder shall will not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall will be responsible for the failure of any other Lender to so make its Loan.
(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner , purchase its participation 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.
(f) Any prepayment of Loans or Commitment reductionmake its payment under Section 2.13(b)(ii), whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f10.04(c) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative AgentSection 10.05.
Appears in 1 contract
Payments Generally. (a) 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 with respect to principal and interest on Loans denominated in Dollars shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein, and all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsForeign Currencies 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 Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the date specified herein. The Administrative Agent will promptly distribute to each Lender (i) with respect to such payments on the Revolving Obligations, its Pro Rata Share Revolving Commitment Percentage thereof, and (or ii) such other applicable share as provided herein) of such payment , in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (A) with respect to payments in Dollars, after 2:00 p.m. and (B) with respect to payments in Foreign Currencies, after the applicable time Applicable Time specified by the Administrative Agent, shall in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If ; provided that, in the case of repayment of Borrowings in Swiss francs and Japanese yen, the Administrative Agent will provide funds in the then applicable Dollar Equivalent thereof (including an exchange fee and other normal and customary fees for providing this service as determined by the Administrative Agent in its sole discretion) to those Lenders that had funded the Borrowing with the Dollar Equivalent as provided in Section 2.02(b).
(b) Except as otherwise provided in the definition of “Interest Period,” 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.
(ic) Unless the Administrative Agent shall have If at any time insufficient funds are received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make by or are available to the Administrative Agent to pay fully all amounts of principal, L/ C Borrowings, interest and fees then due hereunder, such Lender’s share of such borrowingfunds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent may assume that such Lender has made such share available on such date and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with Section 2.02 the amounts of interest and mayfees then due to such parties, and (iii) third, toward repayment of principal and L/ C Borrowings then due hereunder, ratably among the parties entitled thereto in reliance upon accordance with the amounts of principal and L/ C Borrowings then due to such assumption, make available to parties.
(d) Unless the Borrower a corresponding amount. In such event, if a Borrowers or any Lender has not in fact made its share of the applicable borrowing available to notified the Administrative Agent, then such Lender and prior to the Borrower agree date any payment is required to pay be made by it to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereonhereunder, for each day from and including that 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrowers failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of 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 (1) the Federal Funds Rate and (2) a rate determined was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in accordance Same Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii) (A) 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 banking industry rules on interbank compensation. A notice of interest thereon for the period from the date such amount was made available by the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) If any Lender makes available Borrowers to the Administrative Agent funds for any Loan to be made by date such Lender as provided in the foregoing provisions of this ARTICLE II, and such funds are not made available to the Borrower amount is recovered by the Administrative Agent because (the conditions “Compensation Period”) at a rate per annum equal to the applicable Loan set forth Overnight Rate from time to time 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.effect; and
Appears in 1 contract
Samples: Bank Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal of and interest on Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the 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. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. If .
(b) 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.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefore, the Administrative Agent in accordance may make a demand therefore upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans If at any time insufficient funds are received by or Commitment reduction, whether voluntary or mandatory, required to be made with respect are available to the Commitments or Loans under this Agreement Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be allocated pro rata amongst the Lenders to reduce, applied (i) first, Loans until such Loans have been reduced to $0 toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, Commitments until toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such Commitments have been reduced parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to $0such parties.
(gh) Notwithstanding anything in Section 2.12(f) or anything else herein If funds are not available to the contraryBorrower to pay any Obligation in full when due, any prepayment the Borrower shall cause its Subsidiaries, through dividend, other equity distribution, equity repurchase/redemption, repayment/repurchase of any Loans Funded Debt or reduction of Commitments, whether voluntary or mandatoryotherwise, to be made provide the Borrower with respect cash sufficient to pay such Obligation in full when due, notwithstanding any Contractual Obligations limiting the Commitments or Loans ability of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing the Subsidiaries to the Administrative Agentmake Restricted Payments.
Appears in 1 contract
Payments Generally. (ai) 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(ii) On each date when the payment of any principal, interest or fees are due hereunder or under any Note, Borrower agrees to maintain on deposit in an ordinary checking account maintained by Borrower with Agent (as such account shall be designated by Borrower in a written notice to Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full on such date. Borrower hereby authorizes Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from the Borrower Account, and (B) if and to the extent any payment 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 Borrower maintained at Agent. Agent agrees to provide written notice to Borrower of any automatic deduction made pursuant to this Section 2.12(a)(ii) showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Pro Rata Share for any amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Administrative Agent shall have received notice from a Borrower or any Lender has notified Agent, prior to the proposed date of any borrowing of Loans payment is required to be made by it to Agent hereunder, that Borrower or such Lender Lender, as the case may be, will not make available to the Administrative Agent such Lender’s share of such borrowingpayment, the Administrative Agent may assume that Borrower or such Lender Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing to Agent in immediately available funds, then:
(i) if Borrower failed to the Administrative Agentmake such payment, then such each Lender and the Borrower agree to pay to the Administrative Agent shall forthwith on demand repay to Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by Agent to such Lender to the Borrower date such amount is repaid to but excluding the date of payment to the Administrative Agent, Agent in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and from time to time in effect; and
(2ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationif any Lender failed to make such payment, 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 the related Loan. If the Borrower and such Lender shall forthwith on demand pay to Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such interest amount was made available by Agent to Borrower to the Administrative date such amount is recovered by Agent for (the same or an overlapping period, the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodFederal Funds Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Committed Loan included in the applicable Borrowing. If such borrowing. Any payment by the Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to 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 without deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice to any claim the rights which Agent or Borrower may have against any Lender as 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 result of any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to default by 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationhereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Mestek Inc)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent or the Revolver Agent, as applicable, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative applicable Agent’s Office and in Dollars immediately available funds not later than 12:00 noon 2:00 p.m., Local Time, on the date specified herein in immediately available fundsherein. The Administrative Agent or the Revolver Agent, as applicable, will promptly distribute to each 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. All payments received by the Administrative Agent or the Revolver Agent, as applicable, after 2:00 p.m., Local Time, shall (in the applicable time specified in this Section 2.12(asole discretion of the Administrative Agent or the Revolver Agent, as applicable) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other payments under each Loan Document shall be made in Dollars.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or Revolver Adjusted Term SOFR Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless the Borrower or any Lender has notified the Administrative Agent or the Revolver Agent, as applicable, prior to the date any payment is required to be made by it to the Administrative Agent or the Revolver Agent, as applicable, hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent or the Revolver Agent, as applicable, may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds, then:
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to if the Borrower a corresponding amount. In failed to make such eventpayment, if a Lender has not in fact made its share of then the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree Xxxxxx agrees to pay to the Administrative Agent or the Revolver Agent, as applicable, forthwith on demand the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Administrative Agent or the Revolver Agent, as applicable, to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation, plus it being understood that nothing herein shall be deemed to relieve any administrative, processing Lender from its obligation to fulfill its Commitment or similar fees customarily charged by to prejudice any rights which the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related Loan. 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 Revolver 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 as applicable, or the Borrower may have against any Lender as a result of any default by such Lender that shall have hereunder; and
(ii) if any Lender failed to make such payment to the Administrative Agent.
(ii) Unless the Administrative Agent payment, such Lender shall have received notice from the Borrower prior to the date forthwith on which any payment is due demand pay to the Administrative Agent or the Revolver Agent, as applicable, the amount thereof in immediately available funds, together with interest thereon for the account of period from the Lenders that the Borrower will not make date such payment, amount was made available by the Administrative Agent may assume that or the Revolver Agent, as applicable, to the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 recovered by the Administrative Agent or the Revolver Agent, as applicable, (the “Compensation Period”) at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent or the Revolver Agent, as applicable, (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 or the Revolver Agent’s, as applicable, demand therefor, the Administrative Agent or the Revolver Agent, as applicable, may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent or the Revolver Agent, as applicable, 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 Revolver Agent, as applicable, or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent or the Revolver Agent, as applicable, to any Lender or the Borrower with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest demonstrable error.
(cd) If any Lender makes available to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Revolver Agent, as applicable, shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Loans and the obligations of the Revolving Credit Lenders to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit 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 LoanLoan or fund its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) Whenever any payment received by the Administrative Agent or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or LoansRevolver Agent, as applicable, as Xxxxxxx Xxxxx Bank under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, and applied by the Administrative Agent or the Revolver Agent, as applicable, and the Lenders in the order of priority set forth in Section 8.04.
Appears in 1 contract
Samples: Credit Agreement (Frontier Communications Parent, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in the Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal of and interest on Loans denominated in immediately available fundsthe Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in the Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the applicable time specified Applicable Time in this Section 2.12(a) the case of payments in the 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. If .
(b) 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.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower or Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or Lender, as the case may be, has timely made such payment on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefore, the Administrative Agent in accordance may make a demand therefore upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(ef) 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.
(fg) Any prepayment of Loans If at any time insufficient funds are received by or Commitment reduction, whether voluntary or mandatory, required to be made with respect are available to the Commitments or Loans under this Agreement Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be allocated pro rata amongst the Lenders to reduce, applied (i) first, Loans until such Loans have been reduced to $0 toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, Commitments until toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such Commitments have been reduced parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to $0such parties.
(gh) Notwithstanding anything in Section 2.12(f) or anything else herein If funds are not available to the contraryBorrower to pay any Obligation in full when due, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatorythe Borrower shall cause its Subsidiaries, to be made the extent permitted by law, through dividend, other equity distribution, equity repurchase/redemption, repayment/repurchase of Funded Debt or otherwise, to provide the Borrower with respect cash sufficient to pay such Obligation in full when due, notwithstanding any Contractual Obligations limiting the Commitments or Loans ability of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing the Subsidiaries to the Administrative Agentmake Restricted Payments.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-off. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or Australian Dollars, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 2:00 p.m. (or in the case of the Tranche B Lenders, not later than 12:00 noon p.m.) on the date dates specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Tranche C Borrower hereunder with respect to principal and interest on Tranche C Loans shall be made to the Australian Sub-Agent for the account of the respective Lenders to which such payment is owed, through the applicable Australian Sub-Agent’s Office in Australian Dollars and in Same Day Funds not later than the Applicable Time specified by the Australian Sub-Agent on the dates specified herein. Except as otherwise expressly provided herein, all payments by (i) the Tranche A Borrowers shall be made to the Administrative Agent, (ii) TCCI shall be made to the Administrative Agent and (iii) the Tranche C Borrower shall be made to the Australian Sub-Agent, for the account of the respective Lenders to which such payment is owed. Without limiting the generality of the foregoing, the Administrative Agent may require that (x) any payment by any Borrower due under this Agreement, other than any payment to be made in respect of the Tranche B Facility or the Tranche C Facility, be made in the United States, (y) any payments to be made by TCCI in respect of the Tranche B Facility be made in Canada and (z) any payment to be made by the Tranche C Borrower in respect of the Tranche C Facility be made through the applicable Australian Sub-Agent’s Office. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or Australian Dollars, such Borrower shall make such payment in US Dollars in the Dollar Equivalent of such currency payment amount. The Administrative Applicable Agent will promptly distribute to each 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 Lenxxx’x Lending Office. All payments received by the Administrative Agent or the Australian Sub-Agent (i) after 2:00 p.m., in the case of payments in US Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent or the Australian Sub-Agent in this Section 2.12(a) the case of payments in an Alternative Currency or Australian Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Applicable Agent shall have received notice from a Lender prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent or the Australian Sub-Agent hereunder, that such Borrower or such Lender’s share of , as the case may be, will not make such borrowingpayment, the Administrative Agent or the Australian Sub-Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent or the Australian Sub-Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Applicable Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Australian Sub-Agent to such Lender to the date such amount is repaid to the Administrative Agent or the Australian Sub-Agent in accordance Same Day Funds at the 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 Applicable Agent the amount thereof in Same Day Funds, together with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged interest thereon for the period from the date such amount was made available by the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable Australian Sub-Agent to the related Loan. If applicable Borrower to the Borrower and date such Lender shall pay such interest to amount is recovered by the Administrative Agent for or the same or an overlapping period, Australian Sub-Agent (the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodOvernight Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent or the Australian Sub-Agent, then the such amount so paid shall constitute such Lender’s Loan included in the applicable Borrowing. If 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 does not pay such payment to amount forthwith upon the Administrative Agent.
(ii) Unless ’s or the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentAustralian Sub-Agent’s demand therefor, the Administrative Agent may assume that make a demand therefor upon the applicable Borrower, and such Borrower has made shall pay such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand or the amount so distributed to such Lender in immediately available funds Australian Sub-Agent, together with interest thereon, thereon for each day 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 and including the date such amount is distributed its obligation to it fulfill its Commitment or to but excluding the date of payment to prejudice any rights which the Administrative Agent, at the greater Australian Sub-Agent or any Borrower may have against any Lender as a result of (1) the Federal Funds Rate and (2) a rate determined any default by the Administrative Agent in accordance with banking industry rules on interbank compensationsuch Lender hereunder. A notice of the Administrative Applicable Agent to any Lender or the any Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) If any Lender makes available to the Administrative Applicable 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 applicable Borrower by the Administrative Agent or the Australian Sub-Agent because the conditions to the applicable Loan Borrowing set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Australian Sub-Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest, on the succeeding Business Day.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Swing Line Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund participations in Swing Line Loans 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 LoanCommitted Loan or to fund participations in Swing Line Loans.
(ef) 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.
(fg) Any prepayment For the purposes of Loans the Interest Act (Canada) and disclosure under such act, whenever any interest or Commitment reduction, whether voluntary or mandatory, required fees to be made with respect to the Commitments or Loans paid by TCCI under this Agreement shall is to be allocated pro rata amongst calculated on the Lenders basis of a period of time that is less than a calendar year, the yearly rate of interest to reduce, first, Loans until which the rate determined pursuant to such Loans have been reduced calculation is equivalent is the rate so determined multiplied by the number of days in the calendar year in which the same is to $0 be ascertained and second, Commitments until divided by the actual number of days in such Commitments have been reduced to $0period of time.
(gh) Notwithstanding anything any provision of this Agreement, in Section 2.12(fno event shall the aggregate “interest” (as defined in section 347 of the Criminal Code (Canada)) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC payable by TCCI under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement lawfully permitted by that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) payable by TCCI is determined to be contrary to the provisions of that section, such payment, collection or demand shall be allocated between their respective Commitments or Loansdeemed to have been made by mutual mistake of TCCI, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative AgentAgent and the Lenders and the amount of such payment or collection shall be refunded to TCCI. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be prima facie evidence of such rate.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly specifically provided herein, all payments by the Borrower hereunder shall be made to the Administrative AgentAgent in Dollars in immediately available funds, for the account without offset, deduction, counterclaim or withholding of the Lendersany kind, at the Administrative Agent’s 's Office in Dollars not later than 12:00 noon 2:00 P.M. (Charlotte, North Carolina time) on the date specified herein in immediately available fundswhen due. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of Payments received after such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed to have been received on the next succeeding Business Day and Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any applicable such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or fee other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms of this Agreement, the Administrative Agent shall continue distribute such payment to accruethe Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). If The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day, and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Rate Loans, if the extension would cause the payment to be made by in the Borrower next following calendar month, then such payment shall come due instead be made on a day other than a the immediately preceding Business Day. Except as expressly provided otherwise herein, payment all computations of interest and Fees shall be made on the next following Business Day, and such extension basis of time shall be reflected in computing interest actual number of days elapsed over a year of 360 days (or fees365 or 366 days, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Base Rate and (2) 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 the related LoanLoans). If the Borrower and such Lender Interest 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day accrue from and including the date such amount is distributed to it to but excluding include the date of payment to borrowing, but shall exclude the Administrative Agent, at the greater date of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest errorpayment.
(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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensation. 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to reducethe 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, firstthe 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 until 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 have been reduced or other Obligations then owing to $0 and second, Commitments until such Commitments have been reduced to $0Lender.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrowers 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(b)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Commitments or Loans Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement such Lender, the Administrative Agent (i) shall be allocated between their respective Commitments or Loansapply such amounts (A) first, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrowers for any cash collateral posted by the Borrowers until the Borrowers are 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), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have been taken or occurred and (y) (A) in the case of amounts held against the obligations of a Term A-1 Lender, 2012 Multicurrency Revolving Credit Lender or 2012 US Dollar Revolving Credit Lender, the 2012 Maturity Date and (B) otherwise, the 2014 Maturity Date.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or Australian Dollars, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 2:00 p.m. (or in the case of the Tranche B Lenders, not later than 12:00 noon p.m.) on the date dates specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Tranche C Borrower hereunder with respect to principal and interest on Tranche C Loans shall be made to the Australian Sub-Agent for the account of the respective Lenders to which such payment is owed, through the applicable Australian Sub-Agent’s Office in Australian Dollars and in Same Day Funds not later than the Applicable Time specified by the Australian Sub-Agent on the dates specified herein. Except as otherwise expressly provided herein, all payments by (i) the Tranche A Borrowers shall be made to the Administrative Agent, (ii) TCCI shall be made to the Administrative Agent and (iii) the Tranche C Borrower shall be made to the Australian Sub-Agent, for the account of the respective Lenders to which such payment is owed. Without limiting the generality of the foregoing, the Administrative Agent may require that (x) any payment by any Borrower due under this Agreement, other than any payment to be made in respect of the Tranche B Facility or the Tranche C Facility, be made in the United States, (y) any payments to be made by TCCI in respect of the Tranche B Facility be made in Canada and (z) any payment to be made by the Tranche C Borrower in respect of the Tranche C Facility be made through the applicable Australian Sub-Agent’s Office. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or Australian Dollars, such Borrower shall make such payment in US Dollars in the Dollar Equivalent of such currency payment amount. The Administrative Applicable Agent will promptly distribute to each 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. All payments received by the Administrative Agent after or the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
Australian Sub-Agent (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingafter 2:00 p.m., the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 Lenderpayments in US Dollars, the greater of (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.or
Appears in 1 contract
Samples: Credit Agreement
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(b) The Borrower hereby irrevocably authorizes the Administrative Agent to debit the account maintained by the Borrower with the Administrative Agent as of the Closing Date (or such other account maintained by the Borrower with the Administrative Agent as shall be designated in writing by the Borrower from time to time) (the “Designated Account”) on each date (including each Interest Payment Date) on which a payment of interest, fees, costs or expenses is due hereunder (each, a “Due Date”). Not later than two Business Days prior to each such Due Date, the Administrative Agent shall deliver to the Borrower a statement of the amount that will be due and payable in respect of any such interest, fees, costs and expenses having accrued hereunder (the “Billed Amount”); provided that any such Billed Amount shall be calculated by the Administrative Agent under the assumption that no new Borrowings or payments of principal, interest, fees, costs or expenses will be made by the Borrower, and that no changes in the Applicable Rates then applicable to each outstanding Loan and Letter of Credit will occur, during the period commencing on the date such statement is issued and ending on the Due Date related thereto. On the Due Date, the Administrative Agent may debit the Designated Account for the actual amount of accrued interest, fees, costs and expenses due on such Due Date (each, a “Debited Amount”), and shall promptly notify the Borrower as to any difference (positive or negative) between such Billed Amount and Debited Amount. The Borrower shall at all times maintain sufficient funds in the Designated Account to pay all Debited Amounts debited therefrom. To the extent that, on any Due Date, there are insufficient funds in the Designated Account to pay the Debited Amount related to such Due Date, the Borrower shall pay to the Administrative an amount equal to such Debited Amount in accordance with this Section 2.11. Interest, fees, costs and expenses payable hereunder shall continue to accrue in the manner provided hereunder, regardless of whether such interest, fees, costs and expenses are paid by the Borrower by means of a debit to the Designated Account or otherwise, and regardless of any differences between any Billed Amount and the Debited Amount related thereto. No failure by the Administrative Agent to issue any statement or notice, or failure or inability on the part of the Administrative Agent to debit the Designated Account on any Due Date for any amount then due (whether as a result of insufficient funds in the Designated Account on such Due Date or otherwise), shall in any way excuse or in any way affect any obligation of the Borrower to pay any such interest, fees, costs and expenses in accordance with the terms and provisions of this Agreement.
(c) 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.
(id) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bd) shall be conclusive, absent manifest error.
(ce) 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 Loan Credit Extension 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.
(df) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit 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 LoanLoan or purchase its participation.
(eg) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Cost Plus Inc/Ca/)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Tranche 1 Loans denominated in an Alternative Currency or Tranche 2 Loans, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in U.S. Dollars and in Same Day Funds not later than 12:00 noon 11:00 a.m. on the date specified herein herein. Except as otherwise expressly provided herein, (i) all payments by the Borrowers hereunder with respect to principal and interest on Tranche 1 Loans denominated in immediately available fundsan Alternative Currency shall be made to the Administrative Agent, for the account of the respective Tranche 1 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, and (ii) all payments by the Borrowers hereunder with respect to principal and interest on Tranche 2 Loans and other amounts payable to the Tranche 2 Lenders shall be made to the Canadian Facility Agent, for the account of the respective Tranche 2 Lenders to which such payment is owed, at the applicable Canadian Facility Agent’s Office, in Canadian Dollars or U.S. Dollars, as required hereunder, and in Same Day Funds, not later than 11:00 a.m. (Pacific time) on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement in respect of the Tranche 1 Loans 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 U.S. Dollars in the U.S. Dollar Equivalent of the Alternative Currency payment amount. The Administrative Applicable Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 11:00 a.m., in the case of payments in U.S. Dollars, or (ii) 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 time specified in this Section 2.12(ainterest or fee shall continue to accrue; and all payments received by the Canadian Facility Agent after 11:00 a.m. (Pacific time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the 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.
(ic) Unless any Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Applicable Agent, prior to the proposed date of any borrowing of Loans payment is required to be made by it to the Applicable Agent hereunder, that such Lender Borrower or such Lender, as the case may be, will not make available to the Administrative Agent such Lender’s share of such borrowingpayment, the Administrative Applicable Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative AgentApplicable Agent in Same Day Funds:
(i) if any Borrower failed to make such payment, then such each Lender and the Borrower agree to pay to the Administrative Agent shall forthwith on demand repay to the Applicable Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Applicable Agent to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Applicable Agent in accordance with banking industry rules on interbank compensationSame Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii) if any Lender failed to make such payment, 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 the related Loan. If the Borrower and such Lender shall forthwith on demand pay such interest to the Administrative Applicable Agent the amount thereof in Same Day Funds, together with interest thereon for the same or an overlapping period, period from the Administrative date such amount was made available by the Applicable Agent shall promptly remit to a Borrower to the Borrower the date such amount of such interest paid is recovered by the Borrower for such periodApplicable 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 its share of the applicable borrowing such amount to the Administrative Applicable Agent, then the such amount so paid shall constitute such Lender’s Committed Loan included in the applicable Borrowing. If such borrowing. Any payment by Lender does not pay such amount forthwith upon the Applicable Agent’s demand therefor, the Applicable Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Applicable 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 without deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice to any claim rights which the Applicable Agent or any Borrower may have against any Lender as 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 result of any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to default by 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationhereunder. A notice of the Administrative Applicable Agent to any Lender or the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) If any Lender makes available to the Administrative Applicable Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this ARTICLE Article II, and such funds are not made available to the such Borrower by the Administrative Applicable Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Applicable Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Committed Loans, of the Tranche 1 Lenders to fund participations in Letters of Credit and U.S. Swing Line Loans and of the Tranche 2 Lenders to make payments pursuant to Section 11.04(c) fund participations in Canadian Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders and the Insurer to which such payment is owed, at the Administrative Agent’s Office in Dollars Same Day Funds not later than 12:00 noon 11:00 a.m. on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) and the Insurer of such payment in like funds as received by wire transfer to such Lender’s Lending Officetransfer. All payments received by the Administrative Agent after the applicable time specified 11:00 a.m., shall in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Committed Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Committed Lender to make any Committed Loan on any date required hereunder shall not relieve it or any other Committed Lender of its corresponding obligation to do so on such date, and no Committed Lender shall be responsible for the failure of any other Committed Lender to so make its Committed Loan.
(e) 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.
(f) Any prepayment If the Administrative Agent receives funds for application to the Obligations of Loans the Borrower under or Commitment reduction, whether voluntary or mandatory, required in respect of the Transaction Documents under circumstances for which the Transaction Documents do not specify the manner in which such funds are to be made with respect applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds ratably between the Commitments or Loans under this Agreement shall be allocated pro rata amongst Insurer and the Lenders, and as among the Lenders, to each of the Lenders to reduce, first, in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Loans until outstanding at such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0time.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Insured Receivables Credit Agreement (Sungard Data Systems Inc)
Payments Generally. (a) 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 Lenders, Agent at the Administrative Agent’s Office Agent Account in Dollars and in immediately available funds not later than 12:00 noon 3:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 3:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(ib) Unless the Administrative Agent shall have received notice from a Lender prior Except to the proposed date of any borrowing of Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingextent otherwise provided herein, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and mayLoans, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share each payment or prepayment of principal of the applicable borrowing available to Loans, each payment of interest on the Administrative AgentLoans, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 Prepayment Amount and each other payment by the Borrower hereunder shall be without prejudice to any claim allocated among the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.Lenders
(iic) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such paymentpayment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the Lenders amount then due such Lender. If and to the amount due. In such event, if extent the Borrower has shall not in fact have so made such paymentpayment in full to the Administrative Agent, then each of the Lenders severally agrees to Lender shall repay to the Administrative Agent forthwith on demand the such amount so distributed to such Lender in immediately available funds together with interest thereonthereon at the applicable LIBOR, for each day from and including the date such amount is distributed to it to but excluding such Lender until the date of payment such Lender repays such amount to the Administrative Agent, at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations Except as expressly set forth herein, if any payment to be made by or on account of any obligation of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure Borrower or the date for the performance of any Lender to make any Loan covenant shall come due on any date required hereunder a day other than a Business Day, payment or performance, as applicable, shall not relieve any other Lender of its corresponding obligation to do so be made on such datethe next following Business Day, and no Lender for payments such extension of time shall be responsible for the failure of any other Lender to so make its Loanreflected in computing interest.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a1) This Note and the other Notes issued pursuant to the Purchase Agreement are pari passu in right of payment and all payments (other than conversion) under this Note and such other Notes shall be made in accordance with each Holder’s Pro Rata Share. All payments shall be applied first, to the payment of expenses due under this Note and the other Note Documents to the Agents, second, to the payment of expenses due under this Note and the other Note Documents to the Holders, third, unpaid accrued interest of this Note and fourth, if the amount of payment exceeds the amount of all such expenses and accrued interest, to the payment of outstanding principal (including all accrued PIK Interest not already added to the principal amount of this Note) of this Note. The conversion of this Note by the Holder pursuant to the terms hereof shall be deemed to be a repayment of the full outstanding principal amount (including all accrued PIK Interest not already added to the principal amount of this Note) of such Note together with any unpaid accrued Cash Interest thereon on the date of such conversion.
(2) All payments to be made by the Borrower Company shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, except with respect to Taxes required to be deducted and/or withheld under applicable law. Except as otherwise expressly provided hereinAll payments (other than by means of conversion pursuant to the terms of the Notes), all payments including any prepayments, of interest and principal to be made by the Borrower Company hereunder shall be made by the Company to the Administrative Note Agent, in cash, for the account of the Lendersrespective Holders to which such payment is owed, at the Administrative applicable Notes Agent’s Principal Office for payment and in Dollars same day funds not later than 12:00 noon 11:00 a.m. on the date specified herein in immediately available fundsherein. The Administrative Notes Agent will promptly distribute to each Lender Holder its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to each Holder at the address specified in the Holder’s Administrative Questionnaire (or at such Lender’s Lending Officeother address as the Holder may indicate in writing to the Note Agent from time to time). All payments received by the Administrative Notes Agent after 11:00 a.m. may (at the applicable time specified sole discretion of the Notes Agent) in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(3) If any payment to be made by the Borrower Company shall come due on a day other than a Business Day, any interest shall be payable, and any PIK Interest shall be capitalized, on the next succeeding Business Day without additional interest accruing thereon.
(4) Whenever any payment received by the Notes Agent under this Agreement or any of the other Notes Documents is insufficient to pay in full all amounts due and payable to the Notes Agent and the Holders under or in respect of this Agreement and the other Notes Documents on any date, such payment shall be made on distributed by the next following Business Day, Notes Agent and such extension of time shall be reflected in computing interest or fees, as applied by the case may be.
(i) Unless the Administrative Notes Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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) Holders in the case order of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent priority set forth 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 the related LoanSection 1(b)(iii)(1). If the Borrower and such Lender shall pay such interest Notes Agent receives funds for application 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 Obligations of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included Company under or 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 due to the Administrative Agent for the account respect of the Lenders that Notes Documents under circumstances for which the Borrower will Notes Documents do not make such payment, specify the Administrative Agent may assume that the Borrower has made such payment on such date manner in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 which such funds are to be applied, the Notes Agent may, but shall not made available be obligated to, elect to distribute such funds to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived Holders in accordance with the terms hereof, the Administrative Agent shall return Holder’s Pro Rata Share of such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any outstanding Notes or 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect Obligations then owing to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0Holder.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Power & Digital Infrastructure Acquisition Corp.)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon noon, Chicago time, on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal, 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 immediately available fundsfunds not later than 12:00 noon, Chicago time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon, Chicago time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Subject to the definition of “Interest Period,” 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.
(ic) Unless the Administrative Agent shall have If at any time insufficient funds are received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such Lender’s share of such borrowingfunds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent may assume that such Lender has made such share available on such date and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with Section 2.02 the amounts of interest and mayfees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in reliance upon accordance with the amounts of principal and L/C Borrowings then due to such assumption, make available parties.
(d) Unless the Company or any Lender has notified the Administrative Agent prior to the Borrower a corresponding amount. In such event, if a Lender has not in fact date any payment is required to be made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay by it to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereonhereunder, for each day from and including that 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrowers failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available 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 immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Committed Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 Borrower with respect to any amount owing under this subsection (bd) shall be conclusive, absent manifest error.
(ce) 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 Loan Credit Extension 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.
(df) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(eg) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Andrew Corp)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or Australian Dollars, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 2:00 p.m. (or in the case of the Tranche B Lenders, not later than 12:00 noon p.m.) on the date dates specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Tranche C Borrower hereunder with respect to principal and interest on Tranche C Loans shall be made to the Australian Sub-Agent for the 42 Toyota - 364 Day Credit Agreement account of the respective Lenders to which such payment is owed, through the applicable Australian Sub-Agent’s Office in Australian Dollars and in Same Day Funds not later than the Applicable Time specified by the Australian Sub-Agent on the dates specified herein. Except as otherwise expressly provided herein, all payments by (i) the Tranche A Borrowers shall be made to the Administrative Agent, (ii) TCCI shall be made to the Administrative Agent and (iii) the Tranche C Borrower shall be made to the Australian Sub-Agent, for the account of the respective Lenders to which such payment is owed. Without limiting the generality of the foregoing, the Administrative Agent may require that (x) any payment by any Borrower due under this Agreement, other than any payment to be made in respect of the Tranche B Facility or the Tranche C Facility, be made in the United States, (y) any payments to be made by TCCI in respect of the Tranche B Facility be made in Canada and (z) any payment to be made by the Tranche C Borrower in respect of the Tranche C Facility be made through the applicable Australian Sub-Agent’s Office. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or Australian Dollars, such Borrower shall make such payment in US Dollars in the Dollar Equivalent of such currency payment amount. The Administrative Applicable Agent will promptly distribute to each 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. All payments received by the Administrative Agent or the Australian Sub-Agent (i) after 2:00 p.m., in the case of payments in US Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent or the Australian Sub-Agent in this Section 2.12(a) the case of payments in an Alternative Currency or Australian Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Applicable Agent shall have received notice from a Lender prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent or the Australian Sub-Agent hereunder, that such Borrower or such Lender’s share of , as the case may be, will not make such borrowingpayment, the Administrative Agent or the Australian Sub-Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent or the Australian Sub-Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Applicable Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Australian Sub-Agent to such Lender to the date such amount is repaid to the Administrative Agent or the Australian Sub-Agent in accordance Same Day Funds at the 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 Applicable Agent the amount thereof in Same Day Funds, together with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged interest thereon for the period from the date such amount was made available by the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable Australian Sub-Agent to the related Loan. If applicable Borrower to the Borrower and date such Lender shall pay such interest to amount is recovered by the Administrative Agent for or the same or an overlapping period, Australian Sub-Agent (the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodOvernight Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent or the Australian Sub-Agent, then the such amount so paid shall constitute such Lender’s Loan included in the applicable Borrowing. If 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 does not pay such payment to amount forthwith upon the Administrative Agent.
(ii) Unless ’s or the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentAustralian Sub-Agent’s demand therefor, the Administrative Agent may assume that make a demand therefor upon the applicable Borrower, and such Borrower has made shall pay such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand or the amount so distributed to such Lender in immediately available funds Australian Sub-Agent, together with interest thereon, thereon for each day 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 and including the date such amount is distributed its obligation to it fulfill its Commitment or to but excluding the date of payment to prejudice any rights which the Administrative Agent, at the greater Australian Sub-Agent or any Borrower may have against any Lender as a result of (1) the Federal Funds Rate and (2) a rate determined any default by the Administrative Agent in accordance with banking industry rules on interbank compensationsuch Lender hereunder. A notice of the Administrative Applicable Agent to any Lender or the any Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) If any Lender makes available to the Administrative Applicable 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 applicable Borrower by the Administrative Agent or the Australian Sub-Agent because the conditions to the applicable Loan Borrowing set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Australian Sub-Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest, on the succeeding Business Day.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Swing Line Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund participations in Swing Line Loans 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 LoanCommitted Loan or to fund participations in Swing Line Loans.
(ef) 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.
(fg) Any prepayment For the purposes of Loans the Interest Act (Canada) and disclosure under such act, whenever any interest or Commitment reduction, whether voluntary or mandatory, required fees to be made with respect to the Commitments or Loans paid by TCCI under this Agreement shall is to be allocated pro rata amongst calculated on the Lenders basis of a period of time that is less than a calendar year, the yearly rate of interest to reduce, first, Loans until which the rate determined pursuant to such Loans have been reduced calculation is equivalent is the rate so determined multiplied by 44 Toyota - 364 Day Credit Agreement the number of days in the calendar year in which the same is to $0 be ascertained and second, Commitments until divided by the actual number of days in such Commitments have been reduced to $0period of time.
(gh) Notwithstanding anything any provision of this Agreement, in Section 2.12(fno event shall the aggregate “interest” (as defined in section 347 of the Criminal Code (Canada)) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC payable by TCCI under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement lawfully permitted by that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) payable by TCCI is determined to be contrary to the provisions of that section, such payment, collection or demand shall be allocated between their respective Commitments or Loansdeemed to have been made by mutual mistake of TCCI, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative AgentAgent and the Lenders and the amount of such payment or collection shall be refunded to TCCI. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be prima facie evidence of such rate.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)
Payments Generally. (a) 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 hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars the applicable Available Currency in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in immediately available fundsan 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 hereinfor 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 LenderXxxxxx’s applicable Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue 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.
(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 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, that the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to but 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 date amount of payment 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 the greater of (1) the Federal Funds Rate and (2) a rate determined by 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 in accordance with banking industry rules on interbank compensationor 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 Borrower Borrowers with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest error.
(cd) 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 Borrowers by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLoan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in the order of priority set forth in Section 2.12(f) or anything else herein 8.03. If the Administrative Agent receives funds for application to the contrary, any prepayment Obligations of any Loans the Loan Parties under or reduction in respect of Commitments, whether voluntary or mandatory, the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be made with respect applied, the Administrative Agent may (to the Commitments 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 Xxxxxx’s Pro Rata Share or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC other applicable share provided for under this Agreement shall be allocated between their respective Commitments 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 Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing prepayment of such of the outstanding Loans or other Obligations then owing to the Administrative Agentsuch Lender.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower Loan Parties shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Foreign Currency Committed Loans, all payments by the Borrower Loan Parties hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Loan Parties hereunder with respect to principal and interest on Foreign Currency Committed Loans 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 immediately available fundssuch Permitted Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:00 p.m. in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) the case of payments in a Permitted Foreign Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Subject to the definition of "Interest Period", if any payment to be made by the Borrower a Loan 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.
(ic) Unless the Company or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 any Loan Party or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that such Loan Party or such Lender, as the Borrower case may be, has timely made such payment on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if such Loan Party failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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 applicable Loan Party 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, at then such amount shall constitute such Lender's Committed Loan or Bid Loan, as the greater of (1) case may be, included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Loan Party, and such Loan Party shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 Loan 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 Loan Parties with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 applicable Loan Party by the Administrative Agent because the conditions to the applicable Loan 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.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Committed 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 Committed Loan.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Alberto Culver Co)
Payments Generally. (a) All payments Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder in Dollars prior to 2:00 p.m. (New York City time) on the date when due and in immediately available funds, without set off or counterclaim; provided that the Borrower shall make each payment of any outstanding Facility Reimbursement Obligations prior to 11:00 a.m. (New York City time) on the date when due and in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be made without condition or deduction deemed to have been received on the next succeeding Business Day for any counterclaim, defense, recoupment or setoffpurposes of calculating interest thereon. Except as otherwise expressly provided herein, all All such payments by the Borrower hereunder shall be made to the Administrative Agent, ’s Account or at such other office in the United States of America as directed in writing to the Borrower by the Administrative Agent. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the Lendersappropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such for payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on extended to the next succeeding Business Day and Day, and, in the case of any applicable payment accruing interest, interest or fee thereon shall continue to accrue. be payable for the period of such extension.
(b) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any amount of or interest on any of its participations in LOC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its participations in LOC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the participations of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of and accrued interest on their respective participations in the applicable LOC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment 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, pursuant to and such extension of time shall be reflected in computing interest or fees, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and maythe express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its participations in LOC Disbursements to any assignee or participant, in reliance upon such assumption, make available other than to the Borrower a corresponding amountor any Affiliate thereof (as to which the provisions of this paragraph shall apply). In such event, if a Lender has not in fact made its share of the applicable borrowing available The Borrower consents to the Administrative Agent, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 Borroweragrees, the interest rate applicable to the related Loan. If extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set off and counterclaim with respect to such participation as fully as if such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to were a direct creditor of the Borrower in 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 Agentparticipation.
(iic) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on time by which any payment from the Borrower is due to the Administrative Agent for the account of the applicable Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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 interestRate.
(d) The obligations of the Lenders hereunder If any Lender shall fail to make Loans and any payment required to make payments be made by it pursuant to Section 11.04(c) are several and not joint. The failure 2.06(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of any such Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on satisfy such date, and no Lender shall be responsible for the failure of any other Lender to so make its LoanLender’s obligations under such Section until all such unsatisfied obligations are fully paid.
(e) Nothing herein All interest payable hereunder shall be deemed to obligate any Lender to obtain computed on the funds for any Loan in any particular place or manner or to constitute basis of a representation by any Lender that it has obtained or will obtain year of 360 days and the funds for any Loan in any particular place or manneractual number of days elapsed.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:00 p.m., in the applicable time case of Dollars, or (ii) later than the Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. .
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, however, 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.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the 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 Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender's Committed Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent's demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan 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.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reductionThe Borrower hereby authorizes each Lender, whether voluntary or mandatory, required to be made with respect if and to the Commitments or Loans under this Agreement shall be allocated pro rata amongst extent payment owed to such Lender is not made when due hereunder (after any cure periods therefor) to charge from time to time against any and all of the Lenders to reduce, first, Loans until Borrower's accounts with such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0Lender any amount so due.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffsetoff by any Loan Party. Except as otherwise expressly provided herein, all payments by the Borrower Parties hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available fundsherein. The 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. Funds received by Administrative Agent after 2:00 p.m. shall be treated for all purposes as having been received by the Administrative Agent on the first (1st) Business Day following receipt of such funds and any applicable interest or fees shall continue to each 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. All payments received by the Administrative Agent after hereunder for the applicable time specified in this Section 2.12(a) account of the Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be deemed received on promptly distributed by the next succeeding Business Day and any applicable interest or fee shall continue Administrative Agent to accruesuch Lender. 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.. All payments made on the Obligations shall be credited, to the extent of the amount thereof as follows:
(i) Unless during a Remedies Reallocation Period, all payments received on account of the Obligations and all net proceeds from the enforcement of the Obligations shall be applied by the Administrative Agent shall have received notice from a Lender prior to Agent: (1) first, against all costs, expenses and other fees (including attorneys’ fees) arising under the proposed date of any borrowing of Loans 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 terms hereof in accordance with 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 not in fact made its share of the applicable borrowing available to Pro Rata Shares of any such costs, expenses and other fees; (2) second, against the Administrative Agent, then such Lender amount of interest accrued and unpaid on the Borrower 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 Obligations as of the date of such payment in accordance with the applicable Pro Rata Shares of such interest; (3) third, against all principal due and owing on the Obligations as of the date of such payment in accordance USActive 60330059.19 -55- with the applicable Pro Rata Shares of such principal; and (4) fourth, to all other amounts constituting any portion of the Administrative Agent, at Obligations in accordance with the applicable Pro Rata Shares of such other amounts; and
(Aii) in any circumstance not covered by the case foregoing Section 3.04(a)(i), all payments received on account of a payment to the Obligations shall be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined applied by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged the manner directed by the Administrative Agent in connection with the foregoing and Borrowers (B) in the case of a payment including without limitation to be made by the Borrower, the interest rate applicable credited to the related Loan. 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 Agentspecific Loans).
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensation. 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to reducethe 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, firstthe 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 until 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 have been reduced or other Obligations then owing to $0 and second, Commitments until such Commitments have been reduced to $0Lender.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrowers 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(b)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Commitments or Loans Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement such Lender, the Administrative Agent (i) shall be allocated between their respective Commitments or Loansapply such amounts (A) first, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrowers for any cash collateral posted by the Borrowers until the Borrowers are 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), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have been taken or occurred and (y) the 2017 Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made without condition or deduction for any counterclaimthe account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available at such Office, defense, recoupment or setoff. Except as otherwise expressly provided herein, all and payments by the Borrower hereunder under Sections 2.14 and 10.06 hereof shall be made to the Administrative Agent, for applicable Lender at such domestic account as it shall specify to the account of the Lenders, at the Administrative Agent’s Office Borrower from time to time in Dollars not later than 12:00 noon on the date specified herein in funds immediately available fundsat such account. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (Any payment or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments prepayment received by the Administrative Agent or such Lender after the applicable time specified in this Section 2.12(a) 11:00 a.m., Los Angeles time, on any day shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fee Day. The Administrative Agent shall continue distribute to accruethe Lenders all such payments received by it from the Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any such 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 same Business DayDay as such payment is received (or deemed received) from the Borrower, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior pay to the proposed date of any borrowing of Loans 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 interest on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to amount at the Borrower 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, then such Lender and the Borrower agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and payment in full of all principal, interest, fees, expenses and other amounts due from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agenthereunder or under any other Loan Document, at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate each Lender will promptly mark xxx Notes "cancelled" and (2) 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 the related Loan. If the Borrower and such Lender shall pay such interest forward them to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit delivery to the Borrower the amount of such interest paid by the Borrower for such periodBorrower. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.39 48
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, and except with respect to principal 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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 date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the 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 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 such Lender’s Lending Office. All payments received by the Administrative Agent after (i) 12:00 noon, in the applicable time case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing Borrowing available to the Administrative AgentAgent in Same Day Funds, then such the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds Same Day 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related LoanBase 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 Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. 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 due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, 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 L/C Issuer, in immediately available funds Same Day 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest errorOvernight Rate.
(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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Loan Revolving 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 Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c).
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Team Inc)
Payments Generally. (ai) 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon noon, Central Time, on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon, Central Time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(ii) On each date when the payment of any principal, interest or fees are due hereunder or under any Note, Borrower agrees to maintain on deposit in an ordinary checking account maintained by Borrower with Agent (as such account shall be designated by Borrower in a written notice to Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full on such date. Borrower hereby authorizes Agent, upon notice to Borrower (which notice may be by telephone)
(A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from Borrower Account, and (B) if and to the extent any payment of principal, interest or fees under this Agreement or any Note is not made when due to automatically deduct any such amount from any or all of the accounts of Borrower maintained at Agent. Agent agrees to provide written notice to Borrower of any automatic deduction made pursuant to this Section 2.11(a)(ii) showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Pro Rata Share for any amounts deducted from such accounts in excess of amounts due hereunder and under any other Loan Documents.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Administrative Agent shall have received notice from a Borrower or any Lender has notified Agent, prior to the proposed date of any borrowing of Loans payment is required to be made by it to Agent hereunder, that Borrower or such Lender Lender, as the case may be, will not make available to the Administrative Agent such Lender’s share of such borrowingpayment, the Administrative Agent may assume that Borrower or such Lender Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing to Agent in immediately available funds, then:
(i) if Borrower failed to the Administrative Agentmake such payment, then such each Lender and the Borrower agree to pay to the Administrative Agent shall forthwith on demand repay to Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by Agent to such Lender to the Borrower date such amount is repaid to but excluding the date of payment to the Administrative AgentAgent in immediately available funds, at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and from time to time in effect; and
(2ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationif any Lender failed to make such payment, 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 the related Loan. If the Borrower and such Lender shall forthwith on demand pay to Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such interest amount was made available by Agent to Borrower to the Administrative date such amount is recovered by Agent for (the same or an overlapping period, the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodFederal Funds Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Revolving Loan included in the applicable Borrowing. If such borrowing. Any payment by the Lender does not pay such amount forthwith upon Agent’s demand therefor, Agent may make a demand therefor upon Borrower, and Borrower shall be without prejudice pay such amount to any claim Agent, together with interest thereon for the Borrower may have against Compensation Period at a Lender that shall have failed to make such payment rate per annum equal 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 due to the Administrative Agent for the account rate of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions applicable to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not jointBorrowing. 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.
(e) Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which Agent or Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Secured Reducing Credit Agreement (Gulfport Energy Corp)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal of and interest on Loans denominated in immediately available fundsAlternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the 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. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. If .
(b) 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 Table of Contents Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Administrative Agent shall have If at any time insufficient funds are received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such Lender’s share of such borrowingfunds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent may assume that such Lender has made such share available on such date and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with Section 2.02 the amounts of interest and mayfees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in reliance upon accordance with the amounts of principal and L/C Borrowings then due to such assumption, make available to parties.
(d) Unless the Borrower a corresponding amount. In such event, if a or any Lender has not in fact made its share of the applicable borrowing available to notified the Administrative Agent, then such Lender and prior to the Borrower agree date any payment is required to pay be made by it to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereonhereunder, for each day from and including the date such amount is made available to that 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(ce) 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 Loan Credit Extension set forth in ARTICLE IV Article 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Practiceworks Inc)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.09, on each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.09.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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 interestinterest if such funds shall be returned not later than the next following Business Day and with interest at a rate per annum equal to the Federal Funds Rate for each subsequent day until so returned.
(de) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make payments pursuant to 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, to purchase its participation or to make its payment under Section 10.04(c).
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Commitment Reduction and Amendment and Restatement Agreement (McClatchy Co)
Payments Generally. (a) 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 hereinbelow, 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon p.m. on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share pro rata share of the principal amount paid according to the outstanding principal amounts of the Delayed Draw Loans held by the Lenders (or other applicable share of such payment as expressly provided herein) of such payment in like funds [***] 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. as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) . Unless and until each of the Administrative Agent shall have received and the Borrower receives written notice from a Lender prior to the proposed date contrary from NY Green Bank, each of any borrowing of Loans that such Lender will not make available to the Administrative Agent and the Borrower shall pay all amounts that are due and payable by it to Gaia Portfolio 2016 as a Lender under this Agreement directly to [***] or to such Lender’s share other account or Person designated by NY Green Bank, as may be notified to each 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower agree in writing from time 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 time by NY Green Bank until 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 (1) the Federal Funds Rate and (2) a rate determined receipt 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 the related Loan. 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 NY Green Bank Termination Notice. All amounts so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice deemed paid to any claim the Borrower may have against Gaia Portfolio 2016 as 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest errorAgreement.
(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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereonfunds, 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.then:
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent or the Revolver Agent, as applicable, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative applicable Agent’s Office and in Dollars immediately available funds not later than 12:00 noon 2:00 p.m., Local Time, on the date specified herein in immediately available fundsherein. The Administrative Agent or the Revolver Agent, as applicable, will promptly distribute to each 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. All payments received by the Administrative Agent or the Revolver Agent, as applicable, after 2:00 p.m., Local Time, shall (in the applicable time specified in this Section 2.12(asole discretion of the Administrative Agent or the Revolver Agent, as applicable) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan, and, except as otherwise expressly set forth in any Loan Document, all other payments under each Loan Document shall be made in Dollars.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans or Revolver Adjusted Term SOFR Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless the Borrower or any Lender has notified the Administrative Agent or the Revolver Agent, as applicable, prior to the date any payment is required to be made by it to the Administrative Agent or the Revolver Agent, as applicable, hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent or the Revolver Agent, as applicable, may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds, then:
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to if the Borrower a corresponding amount. In failed to make such eventpayment, if a Lender has not in fact made its share of then the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree agrees to pay to the Administrative Agent or the Revolver Agent, as applicable, forthwith on demand the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Administrative Agent or the Revolver Agent, as applicable, to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent or the Revolver Agent, as applicable, in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation, plus it being understood that nothing herein shall be deemed to relieve any administrative, processing Lender from its obligation to fulfill its Commitment or similar fees customarily charged by to prejudice any rights which the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related Loan. 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 Revolver 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 as applicable, or the Borrower may have against any Lender as a result of any default by such Lender that shall have hereunder; and
(ii) if any Lender failed to make such payment to the Administrative Agent.
(ii) Unless the Administrative Agent payment, such Lender shall have received notice from the Borrower prior to the date forthwith on which any payment is due demand pay to the Administrative Agent or the Revolver Agent, as applicable, the amount thereof in immediately available funds, together with interest thereon for the account of period from the Lenders that the Borrower will not make date such payment, amount was made available by the Administrative Agent may assume that or the Revolver Agent, as applicable, to the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 recovered by the Administrative Agent or the Revolver Agent, as applicable, (the “Compensation Period”) at the greater of (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Revolver Agent, as applicable, in accordance with banking industry rules on interbank compensation. When such Lender makes payment to the Administrative Agent or the Revolver Agent, as applicable, (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 or the Revolver Agent’s, as applicable, demand therefor, the Administrative Agent or the Revolver Agent, as applicable, may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent or the Revolver Agent, as applicable, 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 Revolver Agent, as applicable, or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent or the Revolver Agent, as applicable, to any Lender or the Borrower with respect to any amount owing under this subsection (bSection 2.12(c) shall be conclusive, absent manifest demonstrable error.
(cd) If any Lender makes available to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, because the conditions to the applicable Loan Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Revolver Agent, as applicable, shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(de) The obligations of the Lenders hereunder to make Loans and the obligations of the Revolving Credit Lenders to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit 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 LoanLoan or fund its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) Whenever any payment received by the Administrative Agent or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or LoansRevolver Agent, as applicable, as Xxxxxxx Xxxxx Bank under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing payable to the Administrative Agent or the Revolver Agent, as applicable, 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 or the Revolver Agent, as applicable, and applied by the Administrative Agent or the Revolver Agent, as applicable, and the Lenders in the order of priority set forth in Section 8.04.
Appears in 1 contract
Samples: Credit Agreement (Frontier Communications Parent, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.12, on each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.12.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Committed Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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 interestinterest if such funds shall be returned not later than the next following Business Day and with interest at a rate per annum equal to the Federal Funds Rate for each subsequent day until so returned.
(de) The obligations of the Lenders hereunder to make Committed Loans and to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such participation or to make payments pursuant to 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 Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (McClatchy Co)
Payments Generally. (a) All payments and prepayments to be made by the Borrower in respect of principal, interest, fees, indemnity, expenses or other amounts due from the Borrower hereunder or under any other Loan Document in Dollars shall be payable at 11:00 a.m., Los Angeles time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, without setoff, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 2.16(c) hereof. Except for payments under Sections 2.03(q), 2.14 and 10.06 hereof, such payments shall be made without condition or deduction for any counterclaimthe account of Lenders to the Administrative Agent's Bancontrol Account #12334-16521 at its Office in Dollars in funds immediately available at such Office, defense, recoupment or setoff. Except as otherwise expressly provided herein, all and payments by the Borrower hereunder under Sections 2.14 and 10.06 hereof shall be made to the Administrative Agent, for applicable Lender at such domestic account as it shall specify to the account of the Lenders, at the Administrative Agent’s Office Borrower from time to time in Dollars not later than 12:00 noon on the date specified herein in funds immediately available fundsat such account. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (Any payment or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments prepayment received by the Administrative Agent or such Lender after the applicable time specified in this Section 2.12(a) 11:00 a.m., Los Angeles time, on any day shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fee Day. The Administrative Agent shall continue distribute to accruethe Lenders all such payments received by it from the Borrower as promptly as practicable after receipt by the Administrative Agent. If and to the extent that the Administrative Agent has not forwarded to any Lender such Lender's share of any such 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 same Business DayDay as such payment is received (or deemed received) from the Borrower, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior pay to the proposed date of any borrowing of Loans 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 interest on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to amount at the Borrower 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, then such Lender and the Borrower agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and payment in full of all principal, interest, fees, expenses and other amounts due from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agenthereunder or under any other Loan Document, at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate each Lender will promptly mark xxx Notes "cancelled" and (2) 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 the related Loan. If the Borrower and such Lender shall pay such interest forward them to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit delivery to the Borrower the amount of such interest paid by the Borrower for such periodBorrower. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.29 35
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Payments Generally. (ai) 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(iii) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the The Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the hereby authorizes Administrative Agent, then such Lender and the Borrower 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 to deduct automatically all principal, interest or fees when due hereunder or under any Note from any account of the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and (2) a rate determined by the Borrower maintained with 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 Agent; and (B) in if and to the extent any payment 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 the Borrower maintained at or controlled by Administrative Agent, as the case of a payment to be made by the Borrower, the interest rate applicable to the related Loanmay be. 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 agrees to provide written notice to the Borrower of any automatic deduction made pursuant to this Section 2.12(a)(ii) showing in reasonable detail the amount amounts of such interest paid by deduction. Each Lender agrees to reimburse the Borrower for such period. If such Lender pays based on 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) If any Lender makes available to the Administrative Agent funds Percentage Share 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 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 amounts deducted from such Lender) to such Lender, without interest.
(d) The obligations accounts in excess of the Lenders amount due hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve under 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 LoanLoan Documents.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (FlexShopper, Inc.)
Payments Generally. (a) All payments to be made by the Borrower BorrowerBorrowers 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 BorrowerBorrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed. Except as otherwise expressly provided herein, all payments by the BorrowerBorrowers 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 Administrative Agent’s Office applicable office in Dollars such Alternative Currency and in same day funds not later than 12:00 noon the Applicable Time specified by the Administrative Agent on the date dates specified herein herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in immediately available fundsthe 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 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) Applicable Time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the theany 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.
(ic) Unless the applicable Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that thesuch Borrower will not make such payment, the Administrative Agent may assume that thesuch Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing Committed Borrowing of Term SOFR Loans, Eurocurrency Rate Loans, EURIBO Rate Loans, CDOR Rate Loans or SONIA Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingCommitted 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 Committed 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 applicable Borrower a corresponding amount. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent in immediately available funds, then:
(i) if the applicable Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was made available by the Administrative Agent to such Lender to the Borrower to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent in immediately available funds at (A) in the case of a payment to be made by such Lender, the greater of (1) the Federal Funds Rate and from time to time in effect; and
(2ii) a rate determined 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 in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged to the applicable Borrower to the date such amount is recovered by the Administrative Agent in connection with (the foregoing and (B“Compensation Period”) in the case of at a payment to be made by the Borrower, the interest rate applicable per annum equal to the related Loan. If the Borrower and such Lender shall pay such interest Federal Funds Rate from time 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 periodtime in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Committed Loan included in the applicable Borrowing. If 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 does not pay such payment to amount forthwith upon the Administrative Agent.
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment’s demand therefor, the Administrative Agent may assume that make a demand therefor upon the applicable Borrower, and the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with interest thereon, for each day from and including the date shall pay such amount is distributed to it to but excluding the date of payment to the Administrative Agent, together with interest thereon for the Compensation Period at the greater of (1) the Federal Funds Rate and (2) a rate determined by 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 in accordance with banking industry rules on interbank compensationor the applicable 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 applicable Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 applicable Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Committed Loans and the obligations of the Revolving Lenders to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrarycontrary in this Agreement, the BorrowerBorrowers may terminate Revolving Commitments under any Revolving Credit Facility on a non-pro rata basis with, and without terminating Revolving Commitments or repaying Revolving Loans under, any prepayment of other Revolving Credit Facility and may repay Revolving Loans on a non-pro rata basis with, and without repaying the Revolving Loans under, any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with other Revolving Credit Facility.
(h) With respect to any payment that the Commitments Administrative Agent makes for the account of the Lenders or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be allocated between their respective Commitments conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”):
(1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by thesuch Borrower (whether or Loansnot then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as applicablethe case may be, as Xxxxxxx Xxxxx Bank severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing 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.
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.12, on each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the “Borrower Account”) an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.12.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Loan Credit Extension 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 interestinterest if such funds shall be returned not later than the next following Business Day and with interest at a rate per annum equal to the Federal Funds Rate for each subsequent day until so returned.
(de) The obligations of the Lenders hereunder to make Committed Loans and to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such participation or to make payments pursuant to 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 Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).
(ef) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (McClatchy Co)
Payments Generally. (a) 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. All Obligations are payable upon 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 12:00 noon 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, defenseset-off, recoupment or setoff. Except as otherwise expressly provided hereincounterclaim, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account in lawful money of the Lenders, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein United States and in immediately available funds. The Administrative balance of the Obligations, as recorded in Agent’s books and records at any time, shall be conclusive and binding evidence of the amounts due and owing to Agent will promptly distribute and Lenders by each Borrower absent manifest error; provided, however, that any failure to each 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 Credit Extensions (but neither Agent nor any Lender its Pro Rata Share shall have any liability if Agent shall fail to provide any such statement). Unless Borrower notifies Agent of any objection to any such statement (or other applicable share as provided hereinspecifically describing the basis for such objection) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent within ninety (90) days after the applicable time specified in this Section 2.12(a) date of receipt thereof, it shall be deemed received on the next succeeding Business Day final, binding and any applicable interest or fee shall continue conclusive upon Borrower in all respects as to accrue. 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 all matters reflected in computing interest or fees, as the case may betherein.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit and Security Agreement (Anthera Pharmaceuticals Inc)
Payments Generally. (a) 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 with respect to principal and interest on Loans denominated in Dollars shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s 's Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein, and all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsForeign Currencies 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 Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the date specified herein. The Administrative Agent will promptly distribute to each Lender (i) with respect to such payments on the Revolving Obligations, its Pro Rata Share Revolving Commitment Percentage thereof, (ii) with respect to such payments on the Tranche A Term Loan, its Tranche A Term Loan Commitment Percentage thereof, (iii) with respect to such payments on the Tranche B Term Loan, its Tranche B Term Loan Commitment Percentage thereof or (iv) such other applicable share as provided herein) of such payment , in like funds as received by wire transfer to such Lender’s 's Lending Office. All payments received by the Administrative Agent (A) with respect to payments in Dollars, after 2:00 p.m. and (B) with respect to payments in Foreign Currencies, after the applicable time Applicable Time specified by the Administrative Agent, shall in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Except as otherwise provided in the definition of "Interest Period," 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.
(ic) Unless the Administrative Agent shall have If at any time insufficient funds are received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make by or are available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such Lender’s share of such borrowingfunds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent may assume that such Lender has made such share available on such date and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with Section 2.02 the amounts of interest and mayfees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in reliance upon accordance with the amounts of principal and L/C Borrowings then due to such assumption, make available to parties.
(d) Unless the Borrower a corresponding amount. In such event, if a Borrowers or any Lender has not in fact made its share of the applicable borrowing available to notified the Administrative Agent, then such Lender and prior to the Borrower agree date any payment is required to pay be made by it to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereonhereunder, for each day from and including that 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrowers failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of 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 (1) the Federal Funds Rate and (2) a rate determined was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in accordance Same Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii) (A) 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 banking industry rules on interbank compensation. A notice of interest thereon for the period from the date such amount was made available by the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) If any Lender makes available Borrowers to the Administrative Agent funds for any Loan to be made by date such Lender as provided in the foregoing provisions of this ARTICLE II, and such funds are not made available to the Borrower amount is recovered by the Administrative Agent because (the conditions "Compensation Period") at a rate per annum equal to the applicable Loan set forth Overnight Rate from time to time 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 interesteffect.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensation. 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to reducethe 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, firstthe 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 until 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 have been reduced or other Obligations then owing to $0 and second, Commitments until such Commitments have been reduced to $0Lender.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrowers 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(b)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Commitments or Loans Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement such Lender, the Administrative Agent (i) shall be allocated between their respective Commitments or Loansapply such amounts (A) first, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrowers for any cash collateral posted by the Borrowers until the Borrowers are 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), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have been taken or occurred and (y) (A) in the case of amounts held against the obligations of a Term A-1 Lender, 2012 Multicurrency Revolving Credit Lender or 2012 US Dollar Revolving Credit Lender, the 2012 Maturity Date, (B) in the case of amounts held against the obligations of a Term B Lender, the Term B Maturity Date and (C) otherwise, the 2014 Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
(b) The Borrower hereby irrevocably authorizes the Administrative Agent to debit the account maintained by the Borrower with the Administrative Agent as of the Closing Date (or such other account maintained by the Borrower with the Administrative Agent as shall be designated in writing by the Borrower from time to time) (the "Designated Account") on each date (including each Interest Payment Date) on which a payment of interest, fees, costs or expenses is due hereunder (each, a "Due Date"). Not later than two Business Days prior to each such Due Date, the Administrative Agent shall deliver to the Borrower a statement of the amount that will be due and payable in respect of any such interest, fees, costs and expenses having accrued hereunder (the "Billed Amount"); provided that any such Billed Amount shall be calculated by the Administrative Agent under the assumption that no new Borrowings or payments of principal, interest, fees, costs or expenses will be made by the Borrower, and that no changes in the Applicable Rates then applicable to each outstanding Loan and Letter of Credit will occur, during the period commencing on the date such statement is issued and ending on the Due Date related thereto. On the Due Date, the Administrative Agent may debit the Designated Account for the actual amount of accrued interest, fees, costs and expenses due on such Due Date (each, a "Debited Amount"), and shall promptly notify the Borrower as to any difference (positive or negative) between such Billed Amount and Debited Amount. The Borrower shall at all times maintain sufficient funds in the Designated Account to pay all Debited Amounts debited therefrom. To the extent that, on any Due Date, there are insufficient funds in the Designated Account to pay the Debited Amount related to such Due Date, the Borrower shall pay to the Administrative an amount equal to such Debited Amount in accordance with this Section 2.11. Interest, fees, costs and expenses payable hereunder shall continue to accrue in the manner provided hereunder, regardless of whether such interest, fees, costs and expenses are paid by the Borrower by means of a debit to the Designated Account or otherwise, and regardless of any differences between any Billed Amount and the Debited Amount related thereto. No failure by the Administrative Agent to issue any statement or notice, or failure or inability on the part of the Administrative Agent to debit the Designated Account on any Due Date for any amount then due (whether as a result of insufficient funds in the Designated Account on such Due Date or otherwise), shall in any way excuse or in any way affect any obligation of the Borrower to pay any such interest, fees, costs and expenses in accordance with the terms and provisions of this Agreement.
(c) 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.
(id) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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, at then such amount shall constitute such Lender's Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereofAgent's demand therefor, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of may make a demand therefor upon the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 dateBorrower, and no Lender the Borrower shall be responsible pay such amount to the Administrative Agent, together with interest thereon for the failure Compensation Period at a rate per annum equal to the rate of any other Lender interest applicable to so make its Loan.
(e) the applicable Borrowing. Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which the Administrative Agent or the Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Cost Plus Inc/Ca/)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensation. 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to reducethe 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, firstthe 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 until 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 have been reduced or other Obligations then owing to $0 and second, Commitments until such Commitments have been reduced to $0Lender.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrowers 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(b)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Commitments or Loans Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement such Lender, the Administrative Agent (i) shall be allocated between their respective Commitments or Loansapply such amounts (A) first, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrowers for any cash collateral posted by the Borrowers until the Borrowers are 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), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have been taken or occurred and (y) the Revolver Maturity Date.
Appears in 1 contract
Samples: Amendment Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) 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 hereinbelow, 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 Lendersrespective [***] 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 to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon p.m. on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 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. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.06, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Commitment Increase Date, the Administrative Agent shall make all payments hereunder in connection therewith to the Assuming Lender. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) . Unless and until each of the Administrative Agent shall have received and the Borrower receives written notice from a Lender prior to the proposed date contrary from NY Green Bank, each of any borrowing of Loans that such Lender will not make available to the Administrative Agent and the Borrower shall pay all amounts that are due and payable by it to Gaia Portfolio 2016-A as a Lender under this Agreement directly to [***] or to such Lender’s share other account or Person designated by NY Green Bank, as may be notified to each 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower agree in writing from time 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 time by NY Green Bank until 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 (1) the Federal Funds Rate and (2) a rate determined receipt 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 the related Loan. 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 NY Green Bank Termination Notice. All amounts so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice deemed paid to any claim the Borrower may have against Gaia Portfolio 2016-A as 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest errorAgreement.
(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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Payments Generally. (a) All payments to be made by the Borrower Borrowers under any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-off. 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share herein.
(or other applicable share as provided hereinb) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the a 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the applicable 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 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 Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, at then, in the greater case of (1) payment with respect to a Loan, such amount shall constitute such Lender’s Loan included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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§3.1.1, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE IV xxxxx xx §00 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund Letter of Credit Participations are several and not joint. The failure of any Lender to make any Loan or to fund any such Letter of Credit 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 LoanLoan or purchase its Letter of Credit Participation.
(ef) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan or Letter of Credit Participation 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. 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 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. All payments received by the Administrative Agent (i) after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.), in the case of payments in Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. 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.
(ib) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed repaid to it the Administrative Agent in Same Day Funds at the Overnight Rate; and
(ii) if any Lender failed to but make such payment with respect to any Committed 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 relevant 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 date amount of payment any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Committed Loan included in the applicable Committed 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 greater of (1) the Federal Funds Rate and (2) a rate determined by per annum equal to the rate of interest applicable to the applicable Committed 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 in accordance with banking industry rules on interbank compensationor 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 a Borrower with respect to any amount owing under this subsection (bSection 2.13(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 IIArticle 2, and such funds are not made available to the relevant Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 LoanCommitted Loan or purchase its participation.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to Whenever any payment received by the Commitments or Loans 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 allocated pro rata amongst distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to reducethe 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, firstthe 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 until 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 have been reduced or other Obligations then owing to $0 and second, Commitments until such Commitments have been reduced to $0Lender.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein If any Lender shall fail to the contrary, make any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, payment required to be made by it pursuant to Section 2.04(c), 2.04(d), 2.05(c) or 9.07 (or if the Borrowers 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(b)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Commitments or Loans Administrative Agent for the account of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement such Lender, the Administrative Agent (i) shall be allocated between their respective Commitments or Loansapply such amounts (A) first, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrowers for any cash collateral posted by the Borrowers until the Borrowers are 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), 8.02(b) or 8.02(c) or the proviso to Section 8.02 shall have been taken or occurred and (y) the Revolver Maturity Date.
Appears in 1 contract
Samples: Fifth Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 such Lender’s 's Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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. Notwithstanding the foregoing, the Administrative Agent is hereby authorized to effect terms of payments due under this Agreement and the Notes by debiting the Borrower's account(s) with the Administrative Agent. This authorization shall not affect the obligation of the Borrower to pay such sums when due, without notice, if there are insufficient funds in such account to make such payment in full on the due date thereof, or if the Administrative Agent fails to debit the account(s).
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such 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 (1) the Federal Funds Rate and (2) 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 compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related LoanBase 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 Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such borrowingBorrowing. 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.. 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, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, 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 L/C Issuer, 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Loan Revolving 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 Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c).
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
Payments Generally. (a) All payments to be made by the Applicable Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect (i) to principal of and interest on Revolving Loans denominated in an Alternative Currency, and (ii) to principal of and interest on Swingline Loans denominated in a Subsidiary Currency, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Swingline Borrowers hereunder with respect to principal and interest on Swingline Loans denominated in a Subsidiary Currency shall be made as directed by such applicable Swingline Lender, for the account of such Swingline Lender to which such payment is owed, not later than the local time specified by such Swingline Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment on the dates specified by such Swingline Lender. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments (excluding payments of Swingline Loans to Swingline Lenders and reimbursements made by Subsidiary Swingline Lenders under Letters of Credit) 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 (a) in an Alternative Currency or a Subsidiary Currency (other than Dollars), such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency or Subsidiary Currency payment amount or (b) in Dollars in the case of a Swingline Loan or Subsidiary L/C Obligation denominated in Dollars, such Subsidiary Swingline Borrower shall make such payment in the Alternative Currency Equivalent of a currency acceptable to the Swingline Lender. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by the Administrative Agent by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent or the applicable Swingline Lender (i) after 2:00 p.m., in the case of payments in Dollars, (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency or (iii) after the applicable local time specified by the applicable Swingline Lender in this Section 2.12(a) the case of payments in a Subsidiary Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the any Borrower shall come become due on a day other than a Business Day, payment shall be made on the next following Business Day, and provided, however, in the case of Eurocurrency Rate Loans, such extension of time shall be reflected in computing interest; provided, further, that, if such extension would cause payment of interest on or feesprincipal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
(c) Unless 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, that such Borrower or such Lender, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if any Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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, at then such amount shall constitute such Lender’s Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 the Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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 Article II, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(de) The obligations of the Lenders hereunder to make Loans Loans, issue Letters of Credit and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swingline Loans are several and not joint. The failure of any Lender to make any Loan Loan, issue any Letter of Credit 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, issue any Letter of Credit or purchase its participation.
(ef) 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.
(fg) Any prepayment of Loans or Commitment reductionEach Borrower hereby authorizes each Lender, whether voluntary or mandatory, required to be made with respect if and to the Commitments extent payment owed to such Lender is not made when due hereunder, or Loans in the case of a Lender under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until Note held by such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatoryLender, to be made charge from time to time against any and all of such Borrower’s accounts with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agentsuch Lender any amount so due.
Appears in 1 contract
Samples: Credit Agreement (Mettler Toledo International Inc/)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Without limiting the generality of this Section 2.12, on each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with the Administrative Agent (as such account shall be designated by the Borrower in a written notice to the Administrative Agent from time to time, the "Borrower Account") an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Administrative Agent (i) to deduct automatically all principal, interest or fees when due hereunder, or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with the Administrative Agent. The Administrative Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this Section 2.12. 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.
(i) . Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in immediately available funds, then: if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in immediately available funds at the 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 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, at then such amount shall constitute such Lender's Committed Loan included in the greater of (1) applicable Borrowing. If such Lender does not pay such amount forthwith upon the Federal Funds Rate and (2) a rate determined by Administrative Agent's demand therefor, the Administrative Agent in accordance may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest 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 subsection (bc) 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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) interest if such funds shall be returned not later than the next following Business Day and with interest at a rate per annum equal to the Federal Funds Rate for each subsequent day until so returned. The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Letters of Credit and Swing Line Loans 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 Loan.
(e) Committed Loan or purchase its participation. 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (McClatchy Co)
Payments Generally. (a) 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 with respect to principal and interest on Loans denominated in Dollars shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein herein, and all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsForeign Currencies 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 Foreign Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the date specified herein. The Administrative Agent will promptly distribute to each Lender (i) with respect to such payments on the Tranche A Term Loan, its Pro Rata Share Tranche A Term Loan Commitment Percentage thereof, (or ii) with respect to such payments on the Tranche B Term Loan, its Tranche B Term Loan Commitment Percentage thereof, (iii) with respect to such payments on the Tranche C Term Loan, its Tranche C Term Loan Commitment Percentage thereof, and (iv) such other applicable share as provided herein) of such payment , in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (A) with respect to payments in Dollars, after 2:00 p.m. and (B) with respect to payments in Foreign Currencies, after the applicable time Applicable Time specified by the Administrative Agent, shall in this Section 2.12(a) shall each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(b) Except as otherwise provided in the definition of “Interest Period,” 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.
(ic) Unless the Borrowers or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, that the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 Borrowers or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrowers failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of 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 (1) the Federal Funds Rate and (2) a rate determined was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in accordance Same Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii) (A) 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 banking industry rules on interbank compensation. A notice of interest thereon for the period from the date such amount was made available by the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) If any Lender makes available Borrowers to the Administrative Agent funds for any Loan to be made by date such Lender as provided in the foregoing provisions of this ARTICLE II, and such funds are not made available to the Borrower amount is recovered by the Administrative Agent because (the conditions “Compensation Period”) at a rate per annum equal to the applicable Loan set forth Overnight Rate from time to time 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.effect; and
Appears in 1 contract
Samples: Term Loan Credit Agreement (Fresenius Medical Care AG & Co. KGaA)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s 's Office in Dollars and in immediately available funds not later than 12:00 noon 11:00 a.m. on the date specified herein herein. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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 date specified herein. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent (i) after 11:00 a.m., in the applicable time case of payments in Dollars, or (ii) later than the Applicable Time specified by the Administrative Agent in this Section 2.12(a) 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. .
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(ic) Unless the Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender's Committed Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereofAgent's demand therefor, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of may make a demand therefor upon the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 dateBorrower, and no Lender the Borrower shall be responsible pay such amount to the Administrative Agent, together with interest thereon for the failure Compensation Period at a rate per annum equal to the rate of any other Lender interest applicable to so make its Loan.
(e) the applicable Borrowing. Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which the Administrative Agent or the Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Payments Generally. (a) 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 hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency or Australian Dollars, all payments by the Borrower Borrowers hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in US Dollars and in Same Day Funds not later than 2:00 p.m. (or in the case of the Tranche B Lenders, not later than 12:00 noon p.m.) on the date dates specified herein herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsan 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. Except as otherwise expressly provided herein, all payments by the Tranche C Borrower hereunder with respect to principal and interest on Tranche C Loans shall be made to the Australian Sub-Agent for the account of the respective Lenders to which such payment is owed, through the applicable Australian Sub-Agent’s Office in Australian Dollars and in Same Day Funds not later than the Applicable Time specified by the Australian Sub-Agent on the dates specified herein. Except as otherwise expressly provided herein, all payments by (i) the Tranche A Borrowers shall be made to the Administrative Agent, (ii) TCCI shall be made to the Administrative Agent and (iii) the Tranche C Borrower shall be made to the Australian Sub-Agent, for the account of the respective Lenders to which such payment is owed. Without limiting the generality of the foregoing, the Administrative Agent may require that (x) any payment by any Borrower due under this Agreement, other than any payment to be made in respect of the Tranche B Facility or the Tranche C Facility, be made in the United States, (y) any payments to be made by TCCI in respect of the Tranche B Facility be made in Canada and (z) any payment to be made by the Tranche C Borrower in respect of the Tranche C Facility be made through the applicable Australian Sub-Agent’s Office. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency or Australian Dollars, such Borrower shall make such payment in US Dollars in the Dollar Equivalent of such currency payment amount. The Administrative Applicable Agent will promptly distribute to each 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. All payments received by the Administrative Agent or the Australian Sub-Agent (i) after 2:00 p.m., in the case of payments in US Dollars, or (ii) after the applicable time Applicable Time specified by the Administrative Agent or the Australian Sub-Agent in this Section 2.12(a) the case of payments in an Alternative Currency or Australian Dollars, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. .
(b) If any payment to be made by the 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Applicable Agent shall have received notice from a Lender prior to the proposed date of time any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent or the Australian Sub-Agent hereunder, that such Borrower or such Lender’s share of , as the case may be, will not make such borrowingpayment, the Administrative Agent or the Australian Sub-Agent may assume that such Lender Borrower or such Lender, as the case may be, has timely made such share available on such date in accordance with Section 2.02 payment and maymay (but shall not be so required to), in reliance upon such assumptionthereon, make available a corresponding amount to the Borrower a corresponding amountPerson entitled thereto. In If and to the extent that such event, if a Lender has payment was not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay to the Administrative Agent or the Australian Sub-Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Applicable Agent the portion of such corresponding amount assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is was 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent or the Australian Sub-Agent to such Lender to the date such 42 Toyota – Three Year Credit amount is repaid to the Administrative Agent or the Australian Sub-Agent in accordance Same Day Funds at the 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 Applicable Agent the amount thereof in Same Day Funds, together with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged interest thereon for the period from the date such amount was made available by the Administrative Agent in connection with or the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable Australian Sub-Agent to the related Loan. If applicable Borrower to the Borrower and date such Lender shall pay such interest to amount is recovered by the Administrative Agent for or the same or an overlapping period, Australian Sub-Agent (the Administrative Agent shall promptly remit “Compensation Period”) at a rate per annum equal to the Borrower the amount of such interest paid by the Borrower for such periodOvernight Rate from time to time in effect. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent or the Australian Sub-Agent, then the such amount so paid shall constitute such Lender’s Loan included in the applicable Borrowing. If 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 does not pay such payment to amount forthwith upon the Administrative Agent.
(ii) Unless ’s or the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such paymentAustralian Sub-Agent’s demand therefor, the Administrative Agent may assume that make a demand therefor upon the applicable Borrower, and such Borrower has made shall pay such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand or the amount so distributed to such Lender in immediately available funds Australian Sub-Agent, together with interest thereon, thereon for each day 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 and including the date such amount is distributed its obligation to it fulfill its Commitment or to but excluding the date of payment to prejudice any rights which the Administrative Agent, at the greater Australian Sub-Agent or any Borrower may have against any Lender as a result of (1) the Federal Funds Rate and (2) a rate determined any default by the Administrative Agent in accordance with banking industry rules on interbank compensationsuch Lender hereunder. A notice of the Administrative Applicable Agent to any Lender or the any Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) If any Lender makes available to the Administrative Applicable 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 applicable Borrower by the Administrative Agent or the Australian Sub-Agent because the conditions to the applicable Loan Borrowing set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent or the Australian Sub-Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest, on the succeeding Business Day.
(de) The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 11.04(c) fund participations in Swing Line Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund participations in Swing Line Loans 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 LoanCommitted Loan or to fund participations in Swing Line Loans.
(ef) 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.
(fg) Any prepayment For the purposes of Loans the Interest Act (Canada) and disclosure under such act, whenever any interest or Commitment reduction, whether voluntary or mandatory, required fees to be made with respect to the Commitments or Loans paid by TCCI under this Agreement shall is to be allocated pro rata amongst calculated on the Lenders basis of a period of time that is less than a calendar year, the yearly rate of interest to reduce, first, Loans until which the rate determined pursuant to such Loans have been reduced calculation is equivalent is the rate so determined multiplied by the number of days in the calendar year in which the same is to $0 be ascertained and second, Commitments until divided by the actual number of days in such Commitments have been reduced to $0period of time.
(gh) Notwithstanding anything any provision of this Agreement, in Section 2.12(fno event shall the aggregate “interest” (as defined in section 347 of the Criminal Code (Canada)) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC payable by TCCI under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that section) under this Agreement lawfully permitted by that section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that section) payable by TCCI is determined to be contrary to the provisions of that section, such payment, collection or demand shall be allocated between their respective Commitments or Loansdeemed to have been made by mutual mistake of TCCI, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative AgentAgent and the Lenders and the amount of such payment or collection shall be refunded to TCCI. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be prima facie evidence of such rate.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower Borrowers under any Loan Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffset-off. 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 Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 2:00 p.m. on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share herein.
(or other applicable share as provided hereinb) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the a 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.
(ic) Unless a Borrower or any Lender has notified the Administrative Agent shall have received notice from a Lender Agent, prior to the proposed date of any borrowing of Loans that such Lender will not make available payment is required to be made by it to the Administrative Agent such Lender’s share of such borrowinghereunder, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with 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 not in fact made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders 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 herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if a Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in Same Day Funds at the applicable 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 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 Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, at then, in the greater case of (1) payment with respect to a Loan, such amount shall constitute such Lender’s Loan included in the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent in accordance may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with banking industry rules on interbank compensationinterest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Credit Extension. 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 Borrower with respect to any amount owing under this subsection (bc) shall be conclusive, absent manifest error.
(cd) 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§3.1.1, and such funds are not made available to the such Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension set forth in ARTICLE IV fxxxx xx §00 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.
(de) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) fund Several Letters of Credit and Letter of Credit Participations are several and not joint. The failure of any Lender to make any Loan or to fund any such Several Letter of Credit or Letter of Credit 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, fund a Several Letter of Credit or purchase its Letter of Credit Participation.
(ef) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan Loan, Several Letter of Credit or Letter of Credit Participation 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in an Offshore 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 in Dollars and in Same Day Funds not later than 12:00 noon, New York time, on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Offshore Currency shall be made to the Administrative Agent, for the account of the Lenders, at the applicable Administrative Agent’s 's Office in Dollars such Offshore Currency and in Same Day Funds not later than 12:00 noon such time on the date dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in immediately available fundsaccordance with normal banking procedures in the place of payment. The Administrative Agent will promptly distribute to each 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 OfficeOffice on the Business Day such payment is received (or deemed received, as set forth below). All payments received by the Administrative Agent (i) after 12:00 noon, New York time, in the applicable case of payments in Dollars, or (ii) later than the time specified by the Administrative Agent as provided in the third sentence of this Section 2.12(a) paragraph in the case of payments in an Offshore Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall in each case continue to accrue. If .
(b) 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.
(ic) Unless the Administrative Agent shall have If at any time insufficient funds are received notice from a Lender prior to the proposed date of any borrowing of Loans that such Lender will not make by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such Lender’s share of such borrowingfunds shall be applied (i) first, toward costs and expenses (including Attorney Costs and ----- amounts payable under Article III) incurred by the Administrative Agent may assume that such Lender has made such share available on such date and ----------- each Lender, (ii) second, toward repayment of interest and fees then due ------ hereunder, ratably among the parties entitled thereto in accordance with Section 2.02 the amounts of interest and mayfees then due to such parties, and (iii) third, ----- toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in reliance upon accordance with the amounts of principal and L/C Borrowings then due to such assumption, make available parties.
(d) Unless the Borrower or any Lender has notified the Administrative Agent prior to the Borrower a corresponding amount. In such event, if a Lender has not in fact date any payment is required to be made its share of the applicable borrowing available to the Administrative Agent, then such Lender and the Borrower agree to pay by it to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereonhereunder, for each day from and including the date such amount is made available to that 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 or such Lender, the greater of (1) the Federal Funds Rate and (2) 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 as the case of a payment to be made by the Borrowermay be, the interest rate applicable to the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower 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 on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i) if the Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds Same Day Funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender's Revolving Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the applicable Loan set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereofAgent's demand therefor, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) The obligations of may make a demand therefor upon the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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 dateBorrower, and no Lender the Borrower shall be responsible pay such amount to the Administrative Agent, together with interest thereon for the failure Compensation Period at a rate per annum equal to the rate of any other Lender interest applicable to so make its Loan.
(e) the applicable Borrowing. Nothing herein shall be deemed to obligate relieve any Lender from its obligation to obtain the funds for any Loan in any particular place or manner fulfill its Commitment or to constitute a representation by prejudice any rights which the Administrative Agent or the Borrower may have against any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment as a result of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate default by notice in writing to the Administrative Agentsuch Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Kellwood Co)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein in immediately available fundsherein. The Administrative Agent will promptly distribute to each 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 such Lender’s Lending Office. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then such 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 (1) the Federal Funds Rate and (2) 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 compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the related LoanBase 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 Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. 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.. 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, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:
(ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, 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 L/C Issuer, 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan Credit Extension 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.
(d) The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c10.04(c) are several and not joint. The failure of any Lender to make any Loan Revolving 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 Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c).
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Team Inc)
Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s Office in Dollars not later than 12:00 noon on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable time specified in this Section 2.12(a) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, 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.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan 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.
(d) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
Appears in 1 contract
Payments Generally. (a) 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 of them, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoffsetoff by such Borrower Party. Except as otherwise expressly provided herein, herein all payments by the Borrower Parties hereunder shall be made to the Administrative Agent, for the account of the Lendersrespective Lenders and Lender Groups to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 12:00 noon 1:00 p.m. on the date specified herein in immediately available fundsherein. The Without limiting the generality of the foregoing, Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment may require that any payments due under this Credit Agreement be made in like funds as the United States. Funds received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 1:00 p.m., in the applicable time specified case of payments in this Section 2.12(a) Dollars shall in each case be deemed treated for all purposes as having been received by Administrative Agent on the next succeeding first Business Day next following receipt of such funds and any applicable interest or fee fees shall continue to accrue. Except as provided in Section 13.11(c) hereof, and except for Swingline Loans repaid to the Swingline Lender before the provisions of Section 2.07(d)
(i) become applicable, each Lender shall be entitled to receive its applicable share of each payment received by Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by Administrative Agent hereunder for the account of a Lender shall be promptly distributed by Administrative Agent to the appropriate Funding Agent. If any payment to be made by 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.
(i) Unless . Each Funding Agent agrees to use reasonable efforts to apply the Administrative Agent shall have amounts received notice from a Lender prior in respect of such repayments to the proposed date of any borrowing of outstanding Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute members of its Lender Group so as to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the 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 (1) the Federal Funds Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (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 by the Administrative Agent because the conditions to the 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.
(d) The obligations of the Lenders hereunder to make Loans and to make minimize broken funding payments payable pursuant to Section 11.04(c) 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 Loan4.05.
(e) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
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Samples: Revolving Credit Agreement (TCW Direct Lending VIII LLC)
Payments Generally. (a) Administrative Agent may, and Borrower hereby authorizes Administrative Agent to, debit any deposit account of Borrower with Administrative Agent for all payments of principal, interest, fees and other amounts due under the Loan Documents as they become due, provided that Administrative Agent shall first debit Borrower’s account no. 4159601087 with Administrative Agent, before debiting any other account.
(b) 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 Lendersrespective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars same day funds not later than 12:00 noon noon, Portland time, on the date specified herein in immediately available funds. The Administrative Agent will promptly distribute to each 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. All payments received by the Administrative Agent after the applicable noon, Portland time specified in this Section 2.12(a) CREDIT AGREEMENT PAGE 20 shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If .
(c) 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.
(d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied in the following order: (i) first, toward costs and expenses incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such extension of time shall parties.
(e) Unless Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be reflected in computing interest made by it to the Administrative Agent hereunder, that Borrower or feessuch Lender, as the case may be.
(i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Loans 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 and may, in reliance upon such assumption, make available to the Borrower 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, then such Lender and the Borrower 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 (1) the Federal Funds Rate and (2) 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 the related Loan. 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 due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the Borrower case may be, has timely made such payment on such date in accordance herewith and maymay (but shall not be so required to), in reliance upon such assumptionthereon, distribute make available a corresponding amount to the Lenders Person entitled thereto. If and to the amount due. In extent that such event, if the Borrower has payment was not in fact made to the Administrative Agent in same day funds, then:
(i) if Borrower failed to make such payment, then each of the Lenders severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed portion of such assumed payment that was made available to such Lender in immediately available funds same day funds, together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made available by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent in same day funds, at the applicable 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 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. If such Lender pays such amount to the Administrative Agent, at then such amount shall constitute such Lender’s Loan included in the greater of (1) the Federal Funds Rate and (2) a rate determined by 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 in accordance with banking industry rules on interbank compensationor 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 (be) shall be conclusive, absent manifest error.
(cf) 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 Loan set forth conditions in ARTICLE IV Article 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.
(dg) The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) 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.
(eh) 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.
(f) Any prepayment of Loans or Commitment reduction, whether voluntary or mandatory, required to be made with respect to the Commitments or Loans under this Agreement shall be allocated pro rata amongst the Lenders to reduce, first, Loans until such Loans have been reduced to $0 and second, Commitments until such Commitments have been reduced to $0.
(g) Notwithstanding anything in Section 2.12(f) or anything else herein to the contrary, any prepayment of any Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank and Xxxxxxx Sachs Lending Partners LLC shall designate by notice in writing to the Administrative Agent.
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