Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. (1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent); (b) second, to the payment of principal and interest on the Swing Loans until paid in full; (c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each; (d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof; (e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off set‑off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Domestic Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Guarantees received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 12:00 Noon Chicago time shall be deemed received as of the opening of business on the next Business Day. Badger hereby authorizes the Agent, if and to the extent any payment by any Borrower is not made when due under this Agreement or under any of the Notes, to charge from time to time against Badger's account number 182-000-0 xxth Harxxx Xxust and Savings Bank any amount so due. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business DayLenders. Unless the Agent relevant Borrower otherwise directs, payments shall have received notice from the Company prior be deemed first applied to the date on which Domestic Rate Portion until payment in full thereof, with any payment is due balance applied to the Agent for applicable LIBOR Portions in the account order in which their Interest Periods expire. Any amount prepaid on the Notes may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. All payments (whether voluntary or required) shall be accompanied by any amount due the Lenders or under Section 2.8 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.8 shall preclude a later demand by the Issuers hereunder that the applicable Borrower will not make Lenders for any amount due them under Section 2.8 in respect of such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Notes and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any reasonable outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under this Agreement, the Loan Collateral Documents, and the Notes and in any event including all reasonable costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 11.4 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case Notes or this Agreement other than for principal or in reimbursement or Cash Collateralization of L/C Obligationsprincipal, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each; provided that any proceeds derived from the sale or other disposition of the (i) Oconto Falls Facility shall first be applied to reduce the indebtedness of the Oconto Falls Financing including the repayment to any draw on any letter of credit issued to support the Oconto Falls Financing, and (ii) Peshtigo Facility shall first be applied to reduce the indebtedness of the Peshtigo financing including the repayment of any draw on any letter of credit issued to support the Peshtigo Financing;
(c) third, to the payment of the principal of the Notes, the aggregate amount paid to the Lenders to be allocated pro rata as among the Lenders in accord with the then respective aggregate unpaid principal balances of the Notes;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance accord with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them and secured by the Collateral Documents (other than those described in clause (e) below) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(fe) sixthfifth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xx at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 12:00 Noon (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business DayPercentages. Unless the Agent Company otherwise directs, payments shall have received notice from the Company prior be deemed first applied to the date on which Domestic Rate Portion until payment in full thereof, with any payment is due balance applied to the Agent for LIBOR Portions in the account order in which their Interest Periods expire. Any amount prepaid on the Revolving Credit Notes may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. All payments (whether voluntary or required) shall be accompanied by any amount due the Lenders or under Section 2.8 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.8 shall preclude a later demand by the Issuers hereunder that the applicable Borrower will not make Lenders for any amount due them under Section 2.8 in respect of such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 12.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereofprincipal balances of their Revolving Loans and interests in the Letters of Credit;
(ed) fifthfourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers Acme Group owing to each of them and secured by the Collateral Documents (other than those described in clause (e) below) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and;
(fe) sixthfifth, to the Company on behalf payment of the Borrowers Hedging Liability (each Borrower hereby agreeing that its recourse for its share if any), pro rata as among the Lenders to whom such Hedging Liability is owed in accordance with the then respective unpaid amounts of such payment Liability; and In the event that the amount of any Hedging Liability is not fixed and determined at the time any funds are to be allocated thereto pursuant to the above provisions, such funds so allocated shall be held by the Agent as collateral security until such Hedging Liability is fixed and determined and the same shall then be applied to the Company and Hedging Liability, with any surplus reallocated among the Lenders to cover any deficiency which would not have existed had the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from exact amount of the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7been known at the time such funds were originally distributed.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Daypayment. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at due from the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments Company hereunder shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein providedotherwise provided in this Agreement, all payments shall be received by the Agent for the ratable account of the Lenders Banks, and shall be promptly distributed by the Agent ratably to the Lenders in accordance with their Percentages on Banks except that payments which pursuant to the date terms hereof are for the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless use and benefit of the Agent shall have received notice from the Company prior to the date on which any payment is due to be retained by the Agent for the its own account of the Lenders and payments received to reimburse a Bank for a fee or the Issuers hereunder cost peculiar to that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the IssuersBank, as the case may be, shall be remitted to it. Unless the amount due. In such eventCompany otherwise directs, if such Borrower has not in fact made such payment, then each of principal payments on the Lenders or the Issuers, as the case may be, severally agrees to repay Notes shall be first applied to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from applicable Base Rate Portion and including the date such amount is distributed to it to but excluding the date of payment then to the Agent, at a rate per annum equal to: (i) from applicable LIBOR Portions in the date order in which their Interest Periods expire. Prepayments on the distribution was made Term Credit Notes shall be applied to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or scheduled installment maturities thereof in the aggregate (whether inverse order of maturity. No amount paid or not then owed); or (3) prepaid on the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensationTerm Credit Notes may be reborrowed. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Notes and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, Documents and in any event including all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 12.10 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case Documents and all other Obligations other than for principal of the Notes or in reimbursement or Cash Collateralization respect of L/C Obligationsthe Hedging Liability, ratably as among the Agent and the Lenders Banks in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and Notes, to be applied ratably as among all of such;
(d) fourth, to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;applied ratably as among all of such; and
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless Any amount prepaid on the Agent shall have received notice from the Company prior Revolving Loans may, subject to the date on which any payment is due to the Agent for the account all of the Lenders or the Issuers hereunder that terms and conditions hereof, be borrowed, repaid and borrowed again. Unless the applicable Borrower will otherwise requests, each prepayment shall be first applied to such Borrower’s Domestic Rate Loans and then to its Eurodollar Loans in the order in which their Interest Periods expire. Any prepayment of Eurodollar Loans shall be accompanied by any amount due the Lenders under Section 2.5 hereof but acceptance of any such prepayment without such a payment being made shall not make preclude a later demand by the Lenders for such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder Total Commitments as a result of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Revolving Loans and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Revolving Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them them, which may be secured by the Collateral Documents, unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Place and Application. All payments of principal, interest interest, fees and fees any other Obligations shall be made to the Agent at its office at 000 00 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 2:00 p.m. Chicago time shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business DayPercentages. Unless the Agent Company otherwise directs, payments on any Loans shall have received notice from the Company prior be deemed first applied to the date on which applicable Base Rate Portion until payment in full thereof, with any payment is due balance applied to the Agent for LIBOR Portions in the account order in which their Interest Periods expire. Any amount prepaid on the Revolving Credit Notes may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amounts prepaid on the Term Notes may be reborrowed, and any partial prepayments (whether voluntary or mandatory) shall be applied to the several installments of such Notes in the inverse order of maturity. All payments (whether voluntary or required) shall be accompanied by any amount due the Lenders or under Section 2.8 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.8 shall preclude a later demand by the Issuers hereunder that the applicable Borrower will not make Lenders for any amount due them under Section 2.8 in respect of such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and collateral or payments made under or in respect of the Guaranty Agreements on guarantees received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable actual costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to principal balances of their Loans and interests in the Agent and the Lenders ratably in accordance with the amounts Letters of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfiedCredit; and
(fd) sixthfourth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx 100 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency in such funds then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless Any amount prepaid on the Agent shall have received notice from the Company prior Revolving Loans may, subject to the date on which any payment is due to the Agent for the account all of the Lenders or the Issuers hereunder that terms and conditions hereof, be borrowed, repaid and borrowed again. Unless the applicable Borrower will otherwise requests, each prepayment shall be first applied to such Borrower’s Domestic Rate Loans and then to its Eurodollar Loans in the order in which their Interest Periods expire. Any prepayment of Eurodollar Loans shall be accompanied by any amount due the Lenders under Section 2.5 hereof but acceptance of any such prepayment without such a payment being made shall not make preclude a later demand by the Lenders for such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Revolving Loans and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Revolving Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Place and Application. All payments of principal, interest interest, fees and fees any other Obligations shall be made to the Agent at its office at 000 00 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 2:00 p.m. Chicago time shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent to the Lenders in accordance with their Percentages Percentages. Any amount prepaid on the date the Agent receives paymentRevolving Credit Notes may, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior subject to the date on which any payment is due to the Agent for the account all of the Lenders or the Issuers hereunder that the applicable Borrower will not make such paymentterms and conditions hereof, the Agent may assume that such Borrower has made such payment on such date in accordance herewith be borrowed, repaid and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensationborrowed again. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and Collateral or payments made under or in respect of the Guaranty Agreements on guarantees received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable actual costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations and, from and after the Termination Date, to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to principal balances of their Loans and interests in the Agent and the Lenders ratably in accordance with the amounts Letters of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfiedCredit; and
(fd) sixthfourth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may -24- specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off set‑off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Place and Application. All payments of principal, interest and fees shall be made to the Administrative Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Administrative Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuerthereof. Any payments received by the Administrative Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Administrative Agent to the Lenders in accordance with their Percentages on the date the Administrative Agent receives payment, or if the Administrative Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent Borrower otherwise requests, each prepayment shall have received notice from the Company prior be first applied to the date on Borrower’s Base Rate Loans and then to its Eurodollar Loans in the order in which any payment is due their Interest Periods expire. Each partial prepayment pursuant to Section 3.2 or Section 3.3 shall be applied to the Agent for remaining amortization payments in the account reverse order of maturity. Any prepayment of Eurodollar Loans shall be accompanied by any amount due the Lenders or under Section 2.2 hereof but acceptance of any such prepayment without such a payment being made shall not preclude a later demand by the Issuers hereunder that the applicable Borrower will not make Lenders for such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in notwithstanding, but subject to the other Loan Documents notwithstandingIntercreditor Agreement, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Administrative Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have Borrower has agreed to pay under Section 11.5 hereof (such funds to be retained by the Administrative Agent for its own account unless the Administrative Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Term Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligationsprincipal, ratably as among the Administrative Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereofTerm Notes, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(ed) fifthfourth, to the Administrative Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers Borrower owing to each of them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(fe) sixthfifth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All Except as otherwise provided in Section 2.3 with respect to Letters of Credit issued by a Lender other than the Administrative Agent, all payments of principal, interest and fees shall be made to the Administrative Agent at its office at 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Administrative Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Daypayment. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at due from the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments Company hereunder shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein providedotherwise provided in Section 2.3 with respect to Letters of Credit, payments received by the Administrative Agent after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as otherwise provided in this Agreement, all payments shall be received by the Administrative Agent for the ratable account of the Lenders Lenders, and shall be promptly distributed by the Administrative Agent ratably to the Lenders in accordance with their Percentages on except that payments which pursuant to the date terms hereof are for the Agent receives payment, or if use and benefit of the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Administrative Agent shall have be retained by it for its own account and payments received notice from the Company prior to the date on which any payment is due reimburse an Issuing Bank or a Lender for a fee or cost peculiar to the Agent for the account of the Lenders that Issuing Bank or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the IssuersLender, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to it. Unless the Agent Company otherwise directs, principal payments on the Notes shall be first applied to the Base Rate Portion and distributed as follows:then to the LIBOR Portions in the order in which their Interest Periods expire. Reimbursements of drawings under Letters of Credit shall be promptly remitted to the relevant Issuing Bank except to the extent the Lenders have previously reimbursed the Issuing Bank for the drawing in question.
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, Documents and in any event including all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 12.10 hereof (such funds to be retained by the Administrative Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);; and
(b) second, to the payment remaining Obligations (including amounts be held as collateral security for the Letters of principal and interest on the Swing Loans until paid Credit in full;
(c) third, an amount equal to the aggregate undrawn balance thereof, with the funds so held to, if the Company so requests, be invested in short-term high-grade debt securities, acceptable to and held by and pledged to the Administrative Agent (it being understood that the balance of such investments and any earnings attributable thereto shall, after the payment and satisfaction in full of any outstanding interest or other fees or amounts due under and all obligations owing to the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Administrative Agent and the Lenders in accordance with hereunder and under the amount other Loan Documents and after the expiration of such interest and other fees or amounts owing each;
(d) fourthall Letters of Credit, be returned to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and Company or to the Agent to whoever may be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligationslawfully entitled thereto)), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations owed to or liabilities for the account of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Administrative Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7Lenders.
Appears in 1 contract
Place and Application. All payments of principal, interest interest, fees and fees other amounts due hereunder shall be made to the Agent Bank at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place within the continental United States as the Agent Bank may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein provided, all payments Payments received by the Bank after 11:00 a.m. (Chicago time) shall be deemed received for the ratable account as of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages opening of business on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent Company otherwise directs, payments applicable to the principal of the Notes shall have received notice from be deemed first applied to the applicable Domestic Rate Portion until payment in full thereof, with any balance applied to the applicable Fixed Rate Portions in the order in which their Interest Periods expire. All prepayments (whether voluntary or required) applicable to the Term Loans shall be applied to such Term Credit Note as the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such eventdirects or, if such Borrower has not in fact made such paymentthe Company fails to so direct, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to applied ratably among the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan DocumentsTerm Credit Notes, and in any event all costs and expenses event, such payments shall be applied to such Note or Notes in the inverse order of a character which their maturities. All payments (whether voluntary or required) shall be accompanied by any amount due the Borrowers have agreed to pay Bank under Section 11.5 hereof (2.11 hereof, but no acceptance of such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the a payment without requiring payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under Section 2.11 shall preclude a later demand by the Loan Documents, Bank for any amount due them under Section 2.11 in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount respect of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7payment.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Administrative Agent at its office at 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Administrative Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Daypayment. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at due from the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments Company hereunder shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Administrative Agent after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as herein providedotherwise provided in this Agreement, all payments shall be received by the Administrative Agent for the ratable account of the Lenders Lenders, and shall be promptly distributed by the Administrative Agent ratably to the Lenders in accordance with their Percentages on except that payments which pursuant to the date terms hereof are for the use and benefit of the Administrative Agent receives payment, shall be retained by it for its own account and payments received to reimburse a Lender for a fee or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Daycost peculiar to that Lender shall be remitted to it. Unless the Agent Company otherwise directs, principal payments on the Notes shall have received notice from the Company prior be first applied to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment Portion and then to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or LIBOR Portions in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or Issuer, order in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensationwhich their Interest Periods expire. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, indebtedness evidenced by the Notes by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default has occurred and is continuing shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, Documents and in any event including all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 12.10 hereof (such funds to be retained by the Administrative Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);; and
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C remaining Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All Except as otherwise provided in Section 2.3 with respect to Letters of Credit issued by a Bank other than the Agent, all payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Daypayment. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at due from the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments Company hereunder shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein providedotherwise provided in Section 2.3 with respect to Letters of Credit, payments received by the Agent after 1:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Except as otherwise provided in this Agreement, all payments shall be received by the Agent for the ratable account of the Lenders Banks, and shall be promptly distributed by the Agent ratably to the Lenders in accordance with their Percentages on Banks except that payments which pursuant to the date terms hereof are for the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless use and benefit of the Agent shall have be retained by it for its own account and payments received notice from the Company prior to the date on which any payment is due reimburse an Issuing Bank or a Bank for a fee or cost peculiar to the Agent for the account of the Lenders that Issuing Bank or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the IssuersBank, as the case may be, shall be remitted to it. Unless the amount due. In such eventCompany otherwise directs, if such Borrower has not in fact made such payment, then each of principal payments on the Lenders or the Issuers, as the case may be, severally agrees Notes shall be first applied to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment Portion and then to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or LIBOR Portions in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay order in which their Interest Periods expire. Reimbursements of drawings under Letters of Credit shall be promptly remitted to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 relevant Issuing Bank except to the Agent, at extent the greater of Banks have previously reimbursed the Federal Funds Rate and a rate determined by Issuing Bank for the Agent drawing in accordance with banking industry rules on interbank compensationquestion. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Notes or the Applications and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, Documents and in any event including all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 11.10 hereof (such funds to be retained by the Agent for its own account unless the Agent it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case Documents other than for principal or in reimbursement or Cash Collateralization of L/C Obligationsthe principal amount of drafts presented and paid under Letters of Credit, ratably as among the Agent and the Lenders Banks in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations the amounts of all drafts presented and paid under Letters of Credit, to be applied ratably as among the Notes and Letter of Credit liabilities;
(d) fourth, to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding Letters of Credit in an amount of cash equal to the then outstanding amount aggregate undrawn balance thereof, with the funds so held to, if the Company so requests, be invested in short-term high-grade debt securities, acceptable to and held by and pledged to the Agent (it being understood that the balance of such investments and any earnings attributable thereto shall, after the payment and satisfaction in full of any and all such L/C Obligations), for any principal amounts obligations owing to the Lenders Agent and the Banks hereunder and under Section 11.20 hereofthe other Loan Documents and after the expiration of all Letters of Credit, and Hedging Liability, be returned to the aggregate amount paid Company or to or held as Cash Collateral for the Lenders whoever may be lawfully entitled thereto); and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Place and Application. All payments of principal, interest interest, fees and fees any other Obligations shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 12:00 noon Chicago time shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business DayPercentages. Unless the Agent Company otherwise directs, payments (including prepayments) on any Loans shall have received notice from the Company prior be deemed first applied to the date on which applicable Base Rate Portion until payment in full thereof, with any payment is due balance applied to the Agent for LIBOR Portions in the account order in which their Interest Periods expire. Any amount prepaid on the Revolving Credit Notes, Y2K Revolving Credit Notes or Supplemental Revolving Credit Notes may, subject to all of the Lenders terms and conditions hereof, be borrowed, repaid and borrowed again. No amounts prepaid on the Acquisition Financing/Term Notes may be reborrowed, and any partial prepayments (whether voluntary or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute mandatory) shall be applied first to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, Term Loans then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: outstanding (i) from the date the distribution was which application shall be made to the date two most recent Borrowing of Term Loans made to the Company and applied to the several installments thereon in the inverse order of maturity) and then to the Acquisition Financing Loans. All payments (2whether voluntary or required) Business Days after shall be accompanied by any amount due the Lenders under Section 2.8 hereof, but no acceptance of such a payment by such Xxxxxx is without requiring payment of amounts due hereunder, at the greater of the Federal Funds Rate and under Section 2.8 shall preclude a rate determined later demand by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has Lenders for any reason otherwise erroneously made amount due them under Section 2.8 in respect of such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result continuation of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations Obligations, and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations)) and, for during the existence of any principal amounts owing Event of Default when the Obligations have been declared due and payable pursuant to Section 8.2 or 8.3 hereof, to the Lenders under Section 11.20 hereof, payment of any unpaid Hedging Liability and Hedging ACH Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans, interests in the Letters of Credit, and such unpaid Hedging Liability;
(ed) fifthfourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers Company owing to each of them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(fe) sixthfifth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect In the event that the amount of any Hedging Liability is not fixed and determined at the time any funds are to any Guarantor be allocated thereto pursuant to the above provisions, the amount thereof shall not be paid with amounts received from such Guarantor reasonably estimated by the Lender (or its assetsaffiliate) to whom such Hedging Liability is owed and in a manner reasonably acceptable to the Agent, but appropriate adjustments shall with such funds so allocated to be made with respect to payments from held by the Borrowers Agent as collateral security until such Hedging Liability is fixed and determined and the other Guarantors to preserve the allocations same shall then be applied to the Obligations and Hedging Liability, with any surplus reallocated among the Lenders, to cover any deficiency which would not have existed had the exact amount of the Hedging Liability otherwise set forth above in this Section 3.7been known at the time such funds were originally distributed.
Appears in 1 contract
Place and Application. All payments of principal, interest interest, fees and fees any other Obligations shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Payments received by the Agent after 12:00 noon Chicago time shall be deemed received as of the opening of business on the next Business Day. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business DayPercentages. Unless the Agent Company otherwise directs, payments (including prepayments) on any Loans shall have received notice from the Company prior be deemed first applied to the date on which applicable Domestic Rate Portion until payment in full thereof, with any payment is due balance applied to the Agent for LIBOR Portions in the account order in which their Interest Periods expire. Any amount prepaid on the Revolving Credit Notes or Supplemental Revolving Credit Notes may, subject to all of the Lenders terms and conditions hereof, be borrowed, repaid and borrowed again. No amounts prepaid on the Acquisition Financing Notes or the Issuers hereunder that Term Notes may be reborrowed, and any partial prepayments (whether voluntary or mandatory) shall be applied to the applicable Borrower will not make several installments of such Notes in the inverse order of maturity. All payments (whether voluntary or required) shall be accompanied by any amount due the Lenders under Section 2.8 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.8 shall preclude a later demand by the Lenders for any amount due them under Section 2.8 in respect of such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result continuation of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have Company has agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Notes and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans and interests in the Letters of Credit;
(ed) fifthfourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers Company owing to each of them and secured by the Collateral Documents (other than those described in clause (e) below) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(e) fifth, to the payment of the Hedging Liability (if any) pro rata as among the Lenders to whom such Hedging Liability is owed in accordance with the then respective unpaid amounts of such liability; and
(f) sixthfifth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect In the event that the amount of any Hedging Liability is not fixed and determined at the time any funds are to any Guarantor shall not be paid with amounts received from allocated thereto pursuant to the above provisions, such Guarantor or its assets, but appropriate adjustments funds so allocated shall be made with respect to payments from held by the Borrowers Agent as collateral security until such Hedging Liability is fixed and determined and the other Guarantors to preserve the allocations same shall then be applied to the Obligations and Hedging Liability, with any surplus reallocated among the Lenders, to cover any deficiency which would not have existed had the exact amount of the Hedging Liability otherwise set forth above in this Section 3.7been known at the time such funds were originally distributed.
Appears in 1 contract
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency then customary for settlement of international transactions in such currency. All such payments shall be made without set-off set‑off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Agent for the account of the Lenders or the Issuers hereunder that the applicable Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result of an Event of Default shall be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance with the amount of such interest and other fees or amounts owing each;
(d) fourth, to the payment of the principal of the Loans and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the then aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(f) sixth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Place and Application. All payments of principal, interest and fees shall be made to the Agent at its office at 000 Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Agent may specify) in immediately available and freely transferable funds at the place of payment by no later than 12:00 Noon Central Time on the due date thereof or, if such payment is to be made in an Alternative Currency, by no later than 12:00 Noon local time at the place of payment to such office as the Agent has previously specified; provided however that reimbursements of drawings under Letters of Credit shall be made to the Applicable Issuer. Any payments received by the Agent or such Applicable Issuer after such time shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of Multicurrency Revolving Loans or reimbursement of drawings under a Letter of Credit in an Alternative Currency, in such Alternative Currency in such funds then customary for settlement of international transactions in such currency. All such payments shall be made without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any Government Authority government or political subdivision or taxing authority thereof. Except as herein provided, all payments shall be received for the ratable account of the Lenders and shall be distributed by the Agent to the Lenders in accordance with their Percentages on the date the Agent receives payment, or if the Agent receives payment later than 12:00 Noon Central Time, then no later than the next Business Day. Unless Any amount prepaid on the Agent shall have received notice from the Company prior Revolving Credit Notes may, subject to the date on which any payment is due to the Agent for the account all of the Lenders or the Issuers hereunder that terms and conditions hereof, be borrowed, repaid and borrowed again. Unless the applicable Borrower will otherwise requests, each prepayment shall be first applied to such Borrower's Domestic Rate Loans and then to its Eurodollar Loans in the order in which their Interest Periods expire. Any prepayment of Eurodollar Loans shall be accompanied by any amount due the Lenders under Section 2.5 hereof but acceptance of any such prepayment without such a payment being made shall not make preclude a later demand by the Lenders for such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuers, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuers, as the case may be, severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender or Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Xxxxxx is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day.
(1) the applicable Borrower has not in fact made the corresponding payment to the Agent; (2) the Agent has made a payment in excess of the amount(s) received by it from the applicable Borrower either individually or in the aggregate (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Lender and Issuer severally agrees to repay to the Agent forthwith on demand the Rescindable Amount so distributed to such Lender or 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 Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. Anything contained herein to the contrary or in the other Loan Documents notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral, if any, and payments made under or in respect of the Guaranty Agreements Collateral received, in each instance, by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Lender’s Commitment to extend credit hereunder as a result occurrence of an Event of Default shall shall, subject to the terms of the Intercreditor Agreements, be remitted to the Agent and distributed as follows:
(a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, if any, Collateral or by the Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.5 hereof (such funds to be retained by the Agent for its own account unless the Agent has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent);
(b) second, to the payment of principal and interest on the Swing Loans until paid in full;
(c) third, to the payment of any outstanding interest or other fees or amounts due under the Revolving Credit Notes and the other Loan Documents, in each case other than for principal or in reimbursement or Cash Collateralization collateralization of L/C Obligations, ratably as among the Agent and the Lenders in accordance accord with the amount of such interest and other fees or amounts owing each;
(dc) fourththird, to the payment of the principal of the Loans Revolving Credit Notes and any unpaid Reimbursement Obligations and to the Agent to be held as Cash Collateral collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), for any principal amounts owing to the Lenders under Section 11.20 hereof, and Hedging Liability, the aggregate amount paid to or held as Cash Collateral collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accordance with the then respective aggregate unpaid amounts owing to each holder thereofprincipal balances of their Revolving Loans and their interests in the Letters of Credit;
(ed) fifthfourth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to each of them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(fe) sixthfifth, to the Company on behalf of the Borrowers (each Borrower hereby agreeing that its recourse for its share of such payment shall be to the Company and not the Agent or any Lender) or whoever else may be lawfully entitled thereto. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from the Borrowers and the other Guarantors to preserve the allocations to the Obligations and Hedging Liability otherwise set forth above in this Section 3.7.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
