Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder: (i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower; (ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate Share; (iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender; (iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions); (v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct; (vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein; (vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and (viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. (b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Sources: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi) upon requeston written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Sources: Credit Facility Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's ’s Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's ’s Proportionate Share.
Appears in 3 contracts
Sources: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Village Farms International, Inc.), Credit Agreement
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lenderthat ▇▇▇▇▇▇'s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lenderthat ▇▇▇▇▇▇'s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of demonstrable error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a1) The For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the a Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by a Borrower under this Agreement, then subject to Section 7.02 the Borrower Agent will have no obligation to remit to each Lender any amount other than such Lender’s Proportionate Share of that amount which is less than the full amount of any such payment due, actually received by the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit Facility, such Lender's ’s entitlement to such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;
(viif) all payments by the Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment Agreement unless notice to the contrary is received by the Agent from such Lender; and
(viiig) if the Agent will be entitled to round any Lender’s Proportionate Share of any repayment hereunder to the nearest $1,000 multiple.
(2) Unless the Agent has actual knowledge that a Borrower has not made or will not make a payment to the Agent for value on the date in respect of which a Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daynotice under Section 7.02, the Agent agrees will be entitled to assume that such payment has been or will be received from such Borrower when due and the Agent may (but will not be obliged to), in reliance upon such assumption, pay interest on such late the Lenders corresponding amounts. If the payment at by a rate determined Borrower is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
the required date and the Agent has made available corresponding amounts to the Lenders, such Borrower will, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (b) The Agent may in its discretion from time to time make adjustments in respect other than loss of profit), damages, penalties, costs, expenses or disbursements of any Lender's share kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by a Drawdown, Substitution, Rollover or Repayment Borrower under this Section will be prima facie evidence of the amount owing in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Shareabsence of manifest error.
Appears in 3 contracts
Sources: Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesBorrowers relate, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi) upon requeston written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received written notice from a Borrower before the date on which any payment from is due to the Borrower on a Business Day (not later than the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that such Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Sources: Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.)
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 3 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under Facility A which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under Facility A in each Lender's Proportionate ShareShare thereof;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentFacility A, such Lender's entitlement to such a payment of principal, interest, fees or other amount owing by the Borrower under Facility A shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under Facility A has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees under Facility A shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdownan Advance, SubstitutionConversion, Rollover or Repayment under Facility A in order that the Outstanding Advances made by due to such Lender under such Facility A shall be approximately in accordance with such Lender's Proportionate Share.Share of Facility A.
Appears in 2 contracts
Sources: Credit Agreement (Tilray, Inc.), Loan Agreement (Aphria Inc.)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesrelate, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi) upon requeston written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a1) The For greater certainty, the following provisions shall will apply to all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, then, subject to Section 15.01, the Agent shall distribute will have no obligation to remit to each Lender any amount other than such ▇▇▇▇▇▇’s Proportionate Share of the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmentthe Credit Facility, such Lender's ▇▇▇▇▇▇’s entitlement to such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth on the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender; and.
(viii2) if Unless the Agent has received a payment notice from the Borrower Borrowers prior to the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of hereunder that the Borrowers will not make such payment, the Agent may assume that the Borrowers have made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the Agent agrees amount due to pay interest on such late the Lenders. If the payment at a rate determined by the Borrowers is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
the required date and the Agent has made available corresponding amounts to the Lenders, the Borrowers will, without limiting their other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (b) The Agent may in its discretion from time to time make adjustments in respect other than loss of profit), damages, penalties, costs, expenses or disbursements of any Lender's share kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of a Drawdown, Substitution, Rollover or Repayment the Agent with respect to any amount owing by the Borrowers under this Section 13.10(2) will be prima facie evidence of the amount owing in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Shareabsence of manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Strategic Storage Trust VI, Inc.), Credit Agreement (Strategic Storage Trust VI, Inc.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under any Facility which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under such Facility in each Lender's ’s Proportionate ShareShare of such Facility;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under any Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance under any Facility thereof has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, Substitution, Rollover or Repayment under any Facility in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's ’s Proportionate ShareShare of such Facility.
Appears in 2 contracts
Sources: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Payments by Agent. (a) The 9.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
9.5.2 Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (vii) all payments but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to conclusive evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Agreement (Norske Skog Canada LTD), Credit Agreement (Norske Skog Canada LTD)
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, then subject to Section 8.02 the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Proportionate Share of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmentthe Revolving Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender; and.
(viii2) if Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received a notice under Section 8.02, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) when due and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to may (but shall not be obliged to), in reliance upon such assumption, pay interest on such late the Lenders corresponding amounts. If the payment at a rate determined by the Borrower is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (b) The Agent may in its discretion from time to time make adjustments in respect other than loss of profit), damages, penalties, costs, expenses or disbursements of any Lender's share kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made Agent with respect to any amount owing by such Lender the Borrower under such Facility this Section shall be approximately prima facie evidence of the amount owing in accordance with such Lender's Proportionate Sharethe absence of manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Sierra Wireless Inc), Credit Agreement (Nordion Inc.)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s share of that amount which is actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share ’s share of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s share of the Advance or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(viv) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Unless the Agent may in its discretion from time has actual knowledge that the Borrower has not made or will not make a payment to time make adjustments the Agent for value on the date in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order which the Borrower has notified the Agent that the Advances made by such Lender under such Facility payment will be made, the Agent shall be approximately entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such Lender's Proportionate Sharepayment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.
Appears in 2 contracts
Sources: Credit Agreement (Midamerican Funding LLC), Credit Agreement (Pacificorp /Or/)
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of demonstrable error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vi) upon requestthe Agent shall be entitled to round any Lender’s Applicable Percentage of any payments received from the Borrower to the nearest C$1,000 or US$1,000, as applicable; and
(vii) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Facility Agreement (Maverix Metals Inc.), Credit Agreement (Maverix Metals Inc.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the a Borrower under any Facility or Tranche which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under such Facility or Tranche in each Lender's Proportionate ShareShare thereof;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitmentany Facility or Tranche, such Lender's entitlement to a payment of principal, interest, fees or other amount owing by a Borrower under such payment Facility or Tranche shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under any Facility or Tranche has been advanced for less than the full period to which any payment by the a Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees under such Facility or Tranche shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the a Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, SubstitutionConversion, Rollover or Repayment under any Facility or Tranche in order that the Outstanding Advances made by due to such Lender under such Facility or Tranche shall be approximately in accordance with such Lender's Proportionate ShareShare of such Facility or Tranche.
Appears in 2 contracts
Sources: Credit Agreement (Tucows Inc /Pa/), Credit Agreement (Tucows Inc /Pa/)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lender's that ▇▇▇▇▇▇’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower Borrowers relates, such Lender's that ▇▇▇▇▇▇’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Agreement (ATS Corp /ATS), Second Amending Agreement (ATS Corp /ATS)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lenderthat ▇▇▇▇▇▇'s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lenderthat ▇▇▇▇▇▇'s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi) upon requeston written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Agreement (Hudbay Minerals Inc.), Credit Agreement (Hudbay Minerals Inc.)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;Borrowers.
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute such have no obligation to remit to each Lender any amount except that Lender’s Applicable Percentage of the amount actually received among by the Lenders in each Lender's Proportionate Share;Agent.
(iiic) if If any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) Except as specified in any applicable Assignment, if a Lender's Proportionate Share ’s share of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (except a payment of principal) by the Borrower Borrowers relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such the Lender's Proportionate Share ’s share of the relevant Advance or the Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);outstanding.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;
(vi) upon binding and conclusive. On request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationLenders.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 2 contracts
Sources: Credit Agreement (Waste Management Inc), Credit Agreement (Waste Management Inc)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall beshall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lender's that ▇▇▇▇▇▇’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower Borrowers relates, such Lender's that ▇▇▇▇▇▇’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the a Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by a Borrower under this Agreement, then subject to Section 7.02 the Borrower Agent will have no obligation to remit to each Lender any amount other than such Lender’s Proportionate Share of that amount which is less than the full amount of any such payment due, actually received by the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit Facility, such Lender's ’s entitlement to such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment Agreement unless notice to the contrary is received by the Agent from such Lender; and.
(viii2) if Unless the Agent has actual knowledge that a Borrower has not made or will not make a payment to the Agent for value on the date in respect of which a Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daynotice under Section 7.02, the Agent agrees will be entitled to assume that such payment has been or will be received from such Borrower when due and the Agent may (but will not be obliged to), in reliance upon such assumption, pay interest on such late the Lenders corresponding amounts. If the payment at by a rate determined Borrower is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The the required date and the Agent may in has made available corresponding amounts to the Lenders, such Borrower will, without limiting its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.other
Appears in 1 contract
Payments by Agent. (a) The following provisions shall apply to any and ----------------- all payments made by the Agent to the Lenders Banks hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender Bank until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Bank any amount other than such amount received among the Lenders in each LenderBank's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced Bank advances more or less than its Proportionate Share of its Commitmentthe Loans, such LenderBank's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderBank;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders Banks in the case of any dispute, determine in all cases the amount of all payments to which each Lender Bank is entitled and such determination shall shall, in the absence of manifest effort, be deemed to be prima facie correct;binding and conclusive; and
(vie) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders Banks referred to herein;
(vii) all payments by . Unless the Agent has actual knowledge that the Borrowers have not made or will not make a payment to a Lender hereunder the Agent for value on the date in respect of which such Borrower has notified the Agent that the payment will be made, the Agent shall be made entitled to assume that such Lender at its address set out herein unless notice to payment has been or will be received from such Borrower when due and the contrary Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Banks corresponding amounts. If the payment by such Borrower is in fact not received by the Agent from such Lender; and
(viii) if on the required date and the Agent has received a payment from made available corresponding amounts to the Borrower on a Business Day (not later than Banks, the time required for the receipt of such payment as set out in Borrowers shall, without limiting their other obligations under this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, indemnify the Agent agrees to pay interest against any and liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on such late payment at a rate determined or incurred by the Agent in accordance as a result. A certificate of the Agent with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time respect to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made amount owing by such Lender any Borrower under such Facility this Section shall be approximately prima facie evidence of the amount owing in accordance with such Lender's Proportionate Sharethe absence of manifest error.
Appears in 1 contract
Sources: Credit Agreement (Mac-Gray Corp)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the applicable Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to any Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmentany Advance, such Lender's entitlement to any payment in respect of such payment Advance shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender including, for the avoidance of any doubt, any amounts attributable to contributions by a Lender as a Contributing Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment by the a Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent shall forward all payments to a Lender to the address of such Lender set forth next to its name on the execution pages of this Agreement or as set forth in the Assignment Agreement executed by such Lender;
(vi) the Agent, acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vivii) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Unless the Agent may in its discretion from time has actual knowledge that a Borrower has not made or will not make a payment to time make adjustments the Agent for value on the date in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order which such Borrower has notified the Agent that the Advances payment will be made by or on the date on which such Lender under such Facility shall payment is otherwise required to be approximately made in accordance with the provisions of this Agreement, the Agent shall be entitled to assume that such Lender's Proportionate Sharepayment has been or will be received from such Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the applicable Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result and shall be secured by the Security. A certificate of the Agent with respect to any amount owing by a Borrower under this Section shall be conclusive evidence of the amount owing in the absence of manifest error.
Appears in 1 contract
Sources: Credit Agreement (MDC Partners Inc)
Payments by Agent. (a) The following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under a Credit Facility which is less than the full amount of any such payment due, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of the amount actually received by the Agent;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under a Credit Facility, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under a Credit Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisionssection 11.02);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a the same rate determined by and in the Agent same manner as set out in accordance with prevailing banking industry practice on interbank compensationsection 11.02.
(b) The Unless the Agent may in its discretion from time has actual knowledge that the Borrower has not made or will not make a payment to time make adjustments the Agent in respect of a Credit Facility for value on the date in respect of which the Borrower has notified the Agent in writing that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay to each Lender its Proportionate Share of the payment expected from the Borrower. If the Agent has made such payments to the Lenders and the expected payment from the Borrower is in fact not received by the Agent on the required date, then each Lender which has received any Lendersuch payment agrees to refund such payment to the Agent immediately upon request, and the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (other than loss of profit), damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result of having made such payments to the Lenders, except for those arising from the Agent's share negligence or wilful misconduct. A certificate of a Drawdown, Substitution, Rollover or Repayment the Agent with respect to any amount owing by the Borrower under this section shall be deemed to be prima facie correct.
(c) The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by the Borrower with the Agent in order that to make payments to the Advances made by Lenders as contemplated herein. The Agent agrees to provide written notice to the Borrower of each such Lender under such Facility debit in reasonable detail. The Borrower shall be approximately deemed to have agreed to each such debit unless the Borrower objects in accordance with writing to such Lender's Proportionate Sharedebit within thirty (30) days after receipt of such written notice from the Agent.
Appears in 1 contract
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the relevant Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the a Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The 12.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
12.5.2 Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (vii) all payments but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by such Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to conclusive evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.Interbank Reference
Appears in 1 contract
Payments by Agent. (a) The following provisions Unless the Agent shall apply have been notified in writing by any Lender prior to all payments a Borrowing Date that such Lender will not make the amount which would constitute its Commitment Percentage of the borrowing on such date available to the Agent, the Agent may assume that such Lender has made such amount available to the Agent on such Borrowing Date and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is made available to the Agent by such Lender on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate during such period, times (ii) the amount of such Lender's Commitment Percentage of such borrowing, times (iii) the number of days from and including such Borrowing Date to but excluding the date on which such Lender's Commitment Percentage of such borrowing shall have become immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this Section 5.12(a) shall be conclusive, absent manifest error. If such Lender's Commitment Percentage is not in fact made available to the Agent by such Lender within three (3) Business Days of such Borrowing Date, the Agent shall be entitled to demand repayment of such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder from the Borrower. Payments by the Agent Borrower made pursuant to this Section 5.12(a) are not subject to the Lenders hereunder:payment penalties or limitations set forth in Section 5.2(e).
(b) Should any Lender (a "Non-Advancing Lender"), in violation of its obligations under this Agreement, fail to make any Loan, or fund when due the purchase price of any Letter of Credit participations hereunder (each a "L/C Participation Obligation"), (i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time (but with no obligation) fund the Loan on behalf of the Non-Advancing Lender if it has not received notice that the Non-Advancing Lender does not intend to time make adjustments in respect of any fund the Loan, and/or (ii) the Agent shall cooperate with the Borrower to find a Permitted Assignee that shall be willing to assume the Non-Advancing Lender's share obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made any previous Loans). Subject to the provisions of the next succeeding sentence, such Permitted Assignee shall be substituted for the Non-Advancing Lender hereunder upon execution and delivery of a DrawdownCommitment Transfer Supplement. Nothing in (and no action taken pursuant to) this Section 5.12 shall relieve the Non-Advancing Lender from any liability it might have to the Borrower or to the other Lenders as a result of its failure to make any Loan or to fund a L/C Participation Obligation. If a Permitted Assignee is not substituted for the Non-Advancing Lender then, Substitutionsubject to the other provisions of this Agreement, Rollover or Repayment the Borrower shall have the right to prepay in order that full the Advances Loans made by such Non-Advancing Lender, and such prepayment in full shall not be subject to any premium or fee. The failure of a Lender under such Facility to make a Loan or to fund a L/C Participation Obligation hereunder shall be approximately not, in accordance with such Lender's Proportionate Shareand of itself, relieve any other Lender of its obligation to make its Loans hereunder or to fund a L/C Participation Obligation, but the other Lenders shall not have any obligation to increase the amount of their respective Loans, Commitments or L/C Participation Obligations.
Appears in 1 contract
Payments by Agent. (a) The For greater certainty, the following provisions shall will apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall will be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower; provided however that unless the Agent will have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of any Lender hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender 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 determined by the Agent in accordance with prevailing banking industry practice on interbank compensation;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, then the Agent shall distribute will have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate SharePro Rata Share of the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Pro Rata Share of its Commitmenta requested Borrowing, such Lender's entitlement to such payment shall will be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shallwill, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall will, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon requestrequest of any Lender, the Agent shall will deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall will be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute such have no obligation to remit to each Lender any amount received other The Lenders agree among the Lenders themselves that, except as otherwise provided for in this Agreement (including but not limited to Sections 11.9 and 11.10), and except as necessary to adjust for Advances that are not in each Lender's Proportionate Share’s Applicable Percentage under the Credit, all than such Lender’s Applicable Percentage of the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the relevant Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent’s gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to prima facie evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's ’s Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdownan Advance, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's ’s Proportionate Share.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a1) The For certainty, the following provisions shall apply to all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute such have no obligation to remit to each Lender any amount received among the Lenders in each except that Lender's Proportionate Share;Applicable Percentage of the amount actually received by the Agent.
(iiic) if If any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) Except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (except a payment of principal) by the Borrower relates, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such the Lender's Proportionate Share share of the relevant Advance or the Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);outstanding.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;
(vi) upon binding and conclusive. On request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;Lenders.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daythat the Borrower will not make that payment, the Agent may assume that the Borrower has made the payment on that date in accordance with this Agreement and may, in reliance upon that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made the payment, then each Lender severally agrees to pay repay to the Agent immediately on demand the amount distributed to that Lender, with interest on such late for each day from and including the date the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (Iamgold Corp)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under Facility A which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under Facility A in each Lender's Proportionate ShareShare thereof;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentFacility A, such Lender▇▇▇▇▇▇'s entitlement to such a payment of principal, interest, fees or other amount owing by the Borrower under Facility A shall be increased or reduced, as the case may be, in proportion to reflect the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under Facility A has been advanced for less than the full period to which any payment by the Borrower relates, such Lender▇▇▇▇▇▇'s entitlement to receive a portion of any payment of interest or fees under Facility A shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdownan Advance, SubstitutionConversion, Rollover or Repayment under Facility A in order that the Outstanding Advances made by due to such Lender under such Facility A shall be approximately in accordance with such Lender▇▇▇▇▇▇'s Proportionate ShareShare of Facility A.
(c) Notwithstanding anything to the contrary in this Agreement, if at any time the Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to the Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Agent, at the rate determined by the Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. The Agent shall inform each Lender that received a Rescindable Amount promptly upon determining that any payment made to such person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 9.04(c) shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
Appears in 1 contract
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the a Borrower under a Facility which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's ’s Proportionate ShareShare of such Facility;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under a Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance under a Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the a Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, SubstitutionConversion, Rollover or Repayment under a Facility in order that the Outstanding Advances made by due to such Lender under such Facility shall be approximately in accordance with such Lender's ’s Proportionate ShareShare of such Facility; provided that no such adjustments shall result in the aggregate amount of credit extended hereunder by any Lender under any Facility exceeding such Lender’s Commitment under such Facility.
Appears in 1 contract
Payments by Agent. (a) The 4.28.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if 4.28.2 Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Revolving Term Credit Agreement (Rogers Communications Inc)
Payments by Agent. (a1) The For certainty, the following provisions shall apply to all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute such have no obligation to remit to each Lender any amount except that Lender’s Applicable Percentage of the amount actually received among by the Lenders in each Lender's Proportionate Share;Agent.
(iiic) if If any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such that Lender's ’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) Except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s share of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (except a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such the Lender's Proportionate Share ’s share of the relevant Advance or the Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);outstanding.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;
(vi) upon binding and conclusive. On request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;Lenders.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daythat the Borrower will not make that payment, the Agent may assume that the Borrower has made the payment on that date in accordance with this Agreement and may, in reliance upon that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made the payment, then each Lender severally agrees to pay repay to the Agent immediately on demand the amount distributed to that Lender, with interest on such late for each day from and including the date the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Payments by Agent. (a) The 10.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
10.5.2 Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (vii) all payments but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent's negligence or willful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to prima facie evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's ’s Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(iv) if a Lender's ’s Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ▇▇▇▇▇▇’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ▇▇▇▇▇▇’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdownan Advance, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's ▇▇▇▇▇▇’s Proportionate Share.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower under any Facility which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under such Facility in each Lender's Proportionate ShareShare of such Facility;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under any Facility, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under any Facility thereof has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment under any Facility in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate ShareShare of such Facility.
Appears in 1 contract
Payments by Agent. (a) The 4.25.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
: (ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
; (iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate Share;
Agent; (iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
; (ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s share of the applicable Advance or such Lender’s Commitment, as the case may be, has actually been outstanding outstanding; (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;
binding and conclusive; and (vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if 4.25.2 Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The 8.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmentthe Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
8.5.2 Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (vii) all payments but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to prima facie evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Bridge Credit Agreement (Rogers Communications Inc)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the BorrowerBorrower or Guarantor;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lender's that ▇▇▇▇▇▇’s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's ’s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vi) upon requestthe Agent shall be entitled to round any Lender’s Applicable Percentage of any payments received from the Borrower to the nearest C$1,000 or $1,000, as applicable; and
(vii) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Facility (Vox Royalty Corp.)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the a Borrower under Facility 1 which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's ’s Proportionate ShareShare of Facility 1;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under Facility 1, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance under Facility 1 thereof has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the a Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, SubstitutionConversion, Rollover or Repayment under Facility 1 in order that the Outstanding Advances made by due to such Lender under such Facility 1 shall be approximately in accordance with such Lender's ’s Proportionate ShareShare of Facility 1.
Appears in 1 contract
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment payments in respect of principal, interest, fees or other amount amounts owing by the Borrower under the Syndicated Facility and the Working Capital Facility which is less than are due, and if the full amount of any amounts received are insufficient to satisfy all payments required under the Syndicated Facility and the Working Capital Facility on such payment dueday, the Agent shall distribute such amount amounts received among the Lenders under the Syndicated Facility and the Working Capital Facility in each Lender's Proportionate ShareShare of the Credit;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under the Credit, such Lender▇▇▇▇▇▇'s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance under the Facility has been advanced for less than the full period to which any payment by the Borrower relates, such Lender▇▇▇▇▇▇'s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender▇▇▇▇▇▇'s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein previously notified to the Agent unless notice to the contrary is received by the Agent from such Lender▇▇▇▇▇▇; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, SubstitutionConversion, Rollover or Repayment repayment under the Facility in order that the Advances made by Outstanding Principal due to such Lender under such the Facility shall be approximately in accordance with such Lender▇▇▇▇▇▇'s Proportionate ShareShare of the Facility.
Appears in 1 contract
Sources: Credit Agreement
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the a Borrower under any Facility which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under such Facility in each Lender's ’s Proportionate ShareShare of such Facility;
(iii) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under any Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's ’s Proportionate Share of an Advance under any Facility thereof has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the a Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its sole discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, SubstitutionConversion, Rollover or Repayment under any Facility in order that the Outstanding Advances made by due to such Lender under such Facility shall be approximately in accordance with such Lender's ’s Proportionate ShareShare of such Facility.
Appears in 1 contract
Payments by Agent. (a) The following provisions Unless the Agent shall apply have been notified in writing by any Lender prior to all payments a Borrowing Date that such Lender will not make the amount which would constitute its Commitment Percentage of the borrowing on such date available to the Agent, the Agent may assume that such Lender has made such amount available to the Agent on such Borrowing Date and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is made available to the Agent by such Lender on a date after such Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Rate during such period, times (ii) the amount of such Lender’s Commitment Percentage of such borrowing, times (iii) the number of days from and including such Borrowing Date to but excluding the date on which such Lender’s Commitment Percentage of such borrowing shall have become immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this Section 5.12(a) shall be conclusive, absent manifest error. If such Lender’s Commitment Percentage is not in fact made available to the Agent by such Lender within three (3) Business Days of such Borrowing Date, the Agent shall be entitled to demand repayment of such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder from the Borrower. Payments by the Agent Borrower made pursuant to this Section 5.12(a) are not subject to the Lenders hereunder:payment penalties or limitations set forth in Section 5.2(d).
(b) Should any Lender (a “Non-Advancing Lender”), in violation of its obligations under this Agreement, fail to make any Loan, or fund when due the purchase price of any Letter of Credit participations hereunder (each a “L/C Participation Obligation”), (i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders in each Lender's Proportionate Share;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vi) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time (but with no obligation) fund the Loan on behalf of the Non-Advancing Lender if it has not received notice that the Non-Advancing Lender does not intend to time fund the Loan, and/or (ii) the Agent shall cooperate with the Borrower to find a Permitted Assignee that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make adjustments in respect the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made any previous Loans). Subject to the provisions of any Lender's share the next succeeding sentence, such Permitted Assignee shall be substituted for the Non-Advancing Lender hereunder upon execution and delivery of a DrawdownCommitment Transfer Supplement. Nothing in (and no action taken pursuant to) this Section 5.12 shall relieve the Non-Advancing Lender from any liability it might have to the Borrower or to the other Lenders as a result of its failure to make any Loan or to fund a L/C Participation Obligation. If a Permitted Assignee is not substituted for the Non-Advancing Lender then, Substitutionsubject to the other provisions of this Agreement, Rollover or Repayment the Borrower shall have the right to prepay in order that full the Advances Loans made by such Non-Advancing Lender, and such prepayment in full shall not be subject to any premium or fee. The failure of a Lender under such Facility to make a Loan or to fund a L/C Participation Obligation hereunder shall be approximately not, in accordance with such Lender's Proportionate Shareand of itself, relieve any other Lender of its obligation to make its Loans hereunder or to fund a L/C Participation Obligation, but the other Lenders shall not have any obligation to increase the amount of their respective Loans, Commitments or L/C Participation Obligations.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to all payments made by the Agent to the Lenders hereunderLenders:
(ia) the The Agent shall be under no obligation to make any payment to any Lender (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;.
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute such have no obligation to remit to each Lender any amount received among the Lenders in each except that Lender's Proportionate Share;Applicable Percentage of the amount actually received by the Agent.
(iiic) if If any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such that Lender;.
(ivd) Except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (except a payment of principal) by the Borrower relates, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such the Lender's Proportionate Share share of the relevant Advance or the Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);outstanding.
(ve) the The Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;
(vi) upon binding and conclusive. On request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;Lenders.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daythat the Borrower will not make that payment, the Agent may assume that the Borrower has made the payment on that date in accordance with this Agreement and may, in reliance upon that assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made the payment, then each Lender severally agrees to pay repay to the Agent immediately on demand the amount distributed to that Lender, with interest on such late for each day from and including the date the amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i1) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii2) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii3) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv4) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit Facility or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v5) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi6) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (PHH Corp)
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such ▇▇▇▇▇▇’s share of that amount which is actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share ’s share of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ▇▇▇▇▇▇’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s share of the Advance or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);outstanding; LEGAL_1:83525085.7 \
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(viv) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Unless the Agent may in its discretion from time has actual knowledge that the Borrower has not made or will not make a payment to time make adjustments the Agent for value on the date in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order which the Borrower has notified the Agent that the Advances made by such Lender under such Facility payment will be made, the Agent shall be approximately entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such Lender's Proportionate Sharepayment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Agent to the date on which repayment is made by the Lender receiving such payment.
Appears in 1 contract
Payments by Agent. (a) The 4.26.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if 4.26.2 Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, then subject to Section 8.02 the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its CommitmentCredit Facilities, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender; and.
(viii2) if Unless the Agent has actual knowledge that a Borrower has not made or will not make a payment to the Agent for value on the date in respect of which such Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Daynotice under Section 8.02, the Agent agrees shall be entitled to assume that such payment has been or will be received from such Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay interest on the Lenders corresponding amounts. If the payment by such late payment at a rate determined Borrower is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
the required date and the Agent has made available corresponding amounts to the Lenders, the Borrowers shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (b) The Agent may in its discretion from time to time make adjustments in respect other than loss of profit), damages, penalties, costs, expenses or disbursements of any Lender's share kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made Agent with respect to any amount owing by such Lender the Borrowers under such Facility this Section shall be approximately prima facie evidence of the amount owing in accordance with such Lender's Proportionate Sharethe absence of manifest error.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmenta Credit, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share ’s Applicable Percentage of an Advance has been advanced advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's ’s entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share ’s Applicable Percentage of the relevant Credit or such Lender’s Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent’s gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be made to such Lender at its address set out herein unless notice to prima facie evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the BorrowerBorrower or a Guarantor;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such Lenderthat ▇▇▇▇▇▇'s entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender▇▇▇▇▇▇;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lenderthat ▇▇▇▇▇▇'s entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vi) upon requestthe Agent shall be entitled to round any Lender's Applicable Percentage of any payments received from the Borrower to the nearest C$1,000 or $1,000, as applicable; and
(vii) on written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment written notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Sources: Credit Agreement (Metalla Royalty & Streaming Ltd.)
Payments by Agent. (a) The following provisions shall apply to any and all ----------------- payments made by the Agent to the Lenders Banks hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender Bank until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(iib) if If the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Bank any amount other than such amount received among the Lenders in each LenderBank's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced Bank advances more or less than its Proportionate Share of its Commitmentthe Loans, such LenderBank's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such LenderBank;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders Banks in the case of any dispute, determine in all cases the amount of all payments to which each Lender Bank is entitled and such determination shall shall, in the absence of manifest effort, be deemed to be prima facie correct;binding and conclusive; and
(vie) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders Banks referred to herein;
(vii) all payments by . Unless the Agent has actual knowledge that the Borrowers have not made or will not make a payment to a Lender hereunder the Agent for value on the date in respect of which such Borrower has notified the Agent that the payment will be made, the Agent shall be made entitled to assume that such Lender at its address set out herein unless notice to payment has been or will be received from such Borrower when due and the contrary Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Banks corresponding amounts. If the payment by such Borrower is in fact not received by the Agent from such Lender; and
(viii) if on the required date and the Agent has received a payment from made available corresponding amounts to the Borrower on a Business Day (not later than Banks, the time required for the receipt of such payment as set out in Borrowers shall, without limiting their other obligations under this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, indemnify the Agent agrees to pay interest against any and liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on such late payment at a rate determined or incurred by the Agent in accordance as a result. A certificate of the Agent with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time respect to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made amount owing by such Lender any Borrower under such Facility this Section shall be approximately prima facie evidence of the amount owing in accordance with such Lender's Proportionate Sharethe absence of manifest error.
Appears in 1 contract
Sources: Credit Agreement (Mac-Gray Corp)
Payments by Agent. (a) The following provisions shall apply to all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the BorrowerBorrowers;
(ii) if the Agent receives a payment of principal, interest, fees or other amount owing by the Borrower Borrowers under the Facility which is less than the full amount of any such payment due, the Agent shall distribute such amount received among the Lenders under the Facility in each Lender's ’s Proportionate ShareShare thereof;
(iii) if the Agent receives payments in respect of principal, interest, fees or other amounts owing by the Borrowers under the Syndicate Tranche and the Working Capital Tranche which are due on the same day, and if the amounts received are insufficient to satisfy all payments required under such Tranches on such day, the Agent shall distribute such amounts received among the Lenders under such Tranches in each Lender’s Proportionate Share of such Tranches;
(iv) if any Lender has advanced more or less than its Proportionate Share of its CommitmentCommitment under the Facility, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivv) if a Lender's ’s Proportionate Share of an Advance under the Facility has been advanced for less than the full period to which any payment by the a Borrower relates, such Lender's ’s entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's ’s Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vvi) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall be deemed to be prima facie correct;
(vivii) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;
(viiviii) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein previously notified to the Agent unless notice to the contrary is received by the Agent from such Lender; and
(viiiix) if the Agent has received a payment from the Borrower Borrowers on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) Each Borrower hereby irrevocably authorizes the Agent to debit any account maintained by it with the Agent in order to make payments to the Lenders as contemplated herein, if the Borrower has not paid such amount within one (1) Business Day after receipt from the Agent of a written request for such payment.
(c) The Agent may in its discretion from time to time make adjustments in respect of any Lender's ’s share of a Drawdown, SubstitutionConversion, Rollover or Repayment repayment under the Facility in order that the Advances made by Outstanding Principal due to such Lender under such the Facility shall be approximately in accordance with such Lender's ’s Proportionate ShareShare of the Facility.
Appears in 1 contract
Payments by Agent. (a) The 12.5.1 For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the relevant Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the a Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareShare of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its Commitmenta Credit, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) if a Lender's Proportionate Share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the a Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share of the relevant Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
12.5.2 Unless the Agent has actual knowledge that a Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (vii) all payments but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a Lender hereunder result, except for those arising from the Agent's gross negligence or wilful misconduct. A certificate of the Agent with respect to any amount owing by the relevant Borrower under this Section shall be made to such Lender at its address set out herein unless notice to prima facie evidence of the contrary amount owing in the absence of manifest error. If the payment is not received by the Agent from such Lender; and
(viii) if the Borrower within a reasonable time following the disbursement to the Lenders by the Agent, the Lenders shall return the amounts received by them to the Agent has received a payment from with interest at the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationInterbank Reference Rate.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, then subject to Section 8.02 the Agent shall distribute have no obligation to remit to each Lender any amount other than such Lender’s Proportionate Share of that amount which is the amount actually received among by the Lenders in each Lender's Proportionate ShareAgent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share of its CommitmentCredit Facilities, such Lender's ’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share of an Advance has been advanced for less than the full period to which any payment by the Borrower relates, such Lender's entitlement to receive a portion of any payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions);
(vd) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correctbinding and conclusive;
(vie) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;; and
(viif) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein forth in the signature pages on this Agreement or on the applicable Assignment and Assumption unless notice to the contrary is received by the Agent from such Lender; and.
(viii2) if Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made and except to the extent that the Agent has received a notice under Section 8.02, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) when due and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to may (but shall not be obliged to), in reliance upon such assumption, pay interest on such late the Lenders corresponding amounts. If the payment at a rate determined by the Borrower is in fact not received by the Agent in accordance with prevailing banking industry practice on interbank compensation.
the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all liabilities, obligations, losses (b) The Agent may in its discretion from time to time make adjustments in respect other than loss of profit), damages, penalties, costs, expenses or disbursements of any Lender's share kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made Agent with respect to any amount owing by such Lender the Borrower under such Facility this Section shall be approximately prima facie evidence of the amount owing in accordance with such Lender's Proportionate Sharethe absence of manifest error.
Appears in 1 contract
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate Shareshare of that amount which is actually received by the Agent;
(iii) if any Lender has advanced more or less than its Proportionate Share of its Commitment, such Lender's entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) if a Lender's Proportionate Share share of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such Lender's entitlement to receive a portion of any such payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share share of the Advance or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(viv) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(viv) upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;. LEGAL_l:28867748.6
(viib) Unless the Agent has actual knowledge that the Borrower has not made or will not make a payment to the Agent for value on the date in respect of which the Borrower has notified the Agent that the payment will be made, the Agent shall be entitled to assume that such payment has been or will be received from the Borrower when due and the Agent may (but shall not be obliged to), in reliance upon such assumption, pay the Lenders corresponding amounts. If the payment by the Borrower is in fact not received by the Agent on the required date and the Agent has made available corresponding amounts to the Lenders, the Borrower shall, without limiting its other obligations under this Agreement, indemnify the Agent against any and all payments liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on or incurred by the Agent as a result. A certificate of the Agent with respect to any amount owing by the Borrower under this Section shall be prima facie evidence of the amount owing in the absence of manifest error. The Agent shall be entitled to recover from each Lender to which a payment is made in reliance on the expectation of payment from the Borrower in accordance with this Section, the full amount of such payment that is not recovered from the Borrower, together with interest at the rate per annum then in use at the Branch as a syndicate lender late payment rate, from the date on which payment is made by the Agent to a Lender hereunder shall be the date on which repayment is made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from Lender receiving such Lender; and
(viii) if the Agent has received a payment from the Borrower on a Business Day (not later than the time required for the receipt of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of such payment on such Business Day, the Agent agrees to pay interest on such late payment at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationpayment.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(i) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(ii) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueBorrowers under this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iii) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(iv) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relatesBorrowers relate, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(v) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of manifest error, be deemed to be prima facie correct;binding and conclusive; and
(vi) upon requeston written request from any Lender, the Agent shall deliver to the Lenders a statement detailing any of the payments to the Lenders referred to herein;.
(viib) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received written notice from a Borrower before the date on which any payment from is due to the Borrower on a Business Day (not later than the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that such Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract
Payments by Agent. (a1) The For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:
(ia) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such that payment has been received by the Agent from the Borrower;
(iib) if the Agent receives a less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower which is less than the full amount of any such payment dueunder this Agreement, the Agent shall distribute have no obligation to remit to each Lender any amount other than such amount received among the Lenders in each Lender's Proportionate ShareApplicable Percentage of that amount which is the amount actually received by the Agent;
(iiic) if any Lender has advanced advances more or less than its Proportionate Share Applicable Percentage of its Commitmentthe Credit, such that Lender's entitlement to such that payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;
(ivd) except as specified in any applicable Assignment and Assumption, if a Lender's Proportionate Share Applicable Percentage of an Advance has been advanced advanced, or a Lender's Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by the Borrower relates, such that Lender's entitlement to receive a portion of any that payment of interest or fees shall be reduced in proportion to the length of time such Lender's Proportionate Share Applicable Percentage of the Credit or such Lender's Commitment, as the case may be, has actually been outstanding (unless such Lender has paid all interest required to have been paid by it to the Agent pursuant to the CBA Model Provisions)outstanding;
(ve) the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such that determination shall shall, in the absence of demonstrable error, be deemed to be prima facie correct;binding and conclusive; and
(vif) upon on request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein;.
(vii2) all payments by the Agent to a Lender hereunder shall be made to such Lender at its address set out herein unless notice to the contrary is received by the Agent from such Lender; and
(viii) if Unless the Agent has received a payment notice from the Borrower before the date on a Business Day (not later than which any payment is due to the time required Agent for the receipt account of such payment as set out in this Agreement) and fails to remit such payment to any Lender entitled to receive its Proportionate Share of that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such Business Daydate in accordance herewith and may, in reliance upon such assumption, distribute the amount due to the Lenders. In that event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent agrees forthwith on demand the amount so distributed to pay such Lender with interest on thereon, for each day from and including the date such late amount is distributed to it to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation.
(b) The Agent may in its discretion from time to time make adjustments in respect of any Lender's share of a Drawdown, Substitution, Rollover or Repayment in order that the Advances made by such Lender under such Facility shall be approximately in accordance with such Lender's Proportionate Share.
Appears in 1 contract