Payments Generally; Allocations of Proceeds Sample Clauses

Payments Generally; Allocations of Proceeds. Pro Rata Sharing of Set-offs Treatment; 62 Section 2.19. Mitigation Obligations; Replacement of Lenders 65 Section 2.20. Judgment Currency 65 Section 2.21. Defaulting Lenders 66 Section 2.22. Qualified IRB LC Obligations 67 Section 2.23. Returned Payments 67 Section 2.24. Banking Services and Swap Agreements 68 ARTICLE III Representations and Warranties 68 Section 3.01. Organization; Powers 68 Section 3.02. Authorization; Enforceability 68 Section 3.03. Governmental Approvals; No Conflicts 68 Section 3.04. Financial Condition; No Material Adverse Effect 69 Section 3.05. Properties 69 Section 3.06. Litigation and Environmental Matters 69 Section 3.07. Compliance with Laws and Agreements; No Default 70 Section 3.08. Investment Company Status 70 Section 3.09. Taxes 70 Section 3.10. ERISA 70 Section 3.11. Disclosure 70 Section 3.12. Material Agreements 70 Section 3.13. Solvency 71 Section 3.14. Insurance 71 Section 3.15. Capitalization and Subsidiaries 71 Section 3.16. Security Interest in Collateral 71 Section 3.17. Employment Matters 72 Section 3.18. Federal Reserve Regulations 72 Section 3.19. Use of Proceeds 72 Section 3.20. No Burdensome Restrictions 72 Section 3.21. Anti-Corruption Laws and Sanctions 72 Section 3.22. Common Enterprise 72 ARTICLE IV Conditions 73 Section 4.01. Restatement Effective Date 73 Section 4.02. Each Credit Event 76
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs 84 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 86 SECTION 2.20. Expansion Option 87 SECTION 2.21. Incremental Equivalent Debt ▇▇ ▇▇▇▇▇▇▇ ▇.▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇), Etc. 89 SECTION 2.23. Judgment Currency 89 SECTION 2.24. Designation of Subsidiary Borrowers 90 SECTION 2.25. Defaulting Lenders 91 ARTICLE III Representations and Warranties 93 SECTION 3.01. Financial Condition 93
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs 5655 SECTION 2.20 Mitigation Obligations; Replacement of Lenders 5857
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs 7980 Section 2.16 Mitigation Obligations; Replacement of Lenders 81 Section 2.17 Incremental Credit Extensions 8182 Section 2.18 Judgment Currency 8485 Section 2.19 Extensions of Loans and Commitments 85 Section 2.20 Loan Repurchases 8788 Section 2.21 Refinancing Amendment 89 Section 2.22 Illegality 90 Section 2.23 Defaulting Lenders 9091 ARTICLE III Representations and Warranties 91 Section 3.01 Organization; Powers; Subsidiaries 91 Section 3.02 Authorization; Enforceability 9192 Section 3.03 Governmental Approvals; No Conflicts 9192 Section 3.04 Financial Condition; No Material Adverse Change 92 Section 3.05 Properties 9293 Section 3.06 Litigation, Environmental and Labor Matters 93 Section 3.07 Compliance with Laws and Agreements 9394 Section 3.08 Investment Company Status 94 Section 3.09 Taxes 94 Section 3.10 ERISA 94 Section 3.11 Disclosure 95 Page Section 3.12 Federal Reserve Regulations 9596 Section 3.13 Liens 9596 Section 3.14 Security Interest in Collateral 9596 Section 3.15 Solvency 96 Section 3.16 Compliance with Anti-Corruption Laws and Sanctions 9697 Section 3.17 No Irish Financial Assistance 97 Section 3.18 Luxembourg Matters 97 Section 3.19 Regulatory Matters 9798 Section 3.20 PATRIOT Act, etc. 100 ARTICLE IV Conditions 1001 Section 4.01 Conditions Precedent to the Closing Date 1001 Section 4.02 Each Borrowing after the Closing Date 106 ARTICLE V Affirmative Covenants 107 Section 5.01 Financial Statements and Other Information 107 Section 5.02 Notices of Material Events 109 Section 5.03 Existence; Conduct of Business 109110 Section 5.04 Tax Status; Payment of Obligations 110 Section 5.05 Maintenance of Properties; Insurance 110 Section 5.06 Books and Records; Inspection Rights 110 Section 5.07 Compliance with Laws and Material Contractual Obligations 1101 Section 5.08 Use of Proceeds 111 Section 5.09 Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances 111 Section 5.10 Designation of Subsidiaries 113 Section 5.11 Maintenance of Ratings 1134 Section 5.12 Post-Closing Schedule 114 ARTICLE VI Negative Covenants 114 Section 6.01 Indebtedness 114 Section 6.02 Liens 118 Section 6.03 Asset Sales 118 Section 6.04 Restricted Payments, Investments, Loans, Advances, Guarantees and Acquisitions 119 Section 6.05 Swap Agreements 123 Section 6.06 Transactions with Affiliates 123 Section 6.07 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 126 Section 6.08 Amendments to S...
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs 57 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 59 SECTION 2.20. Expansion Option 59 SECTION 2.21. Judgment Currency 61 SECTION 2.22. Defaulting Lenders 62 ARTICLE III Representations and Warranties 63 SECTION 3.01. Existence, Qualification and Power 63 SECTION 3.02. Authorization; No Contravention 64 SECTION 3.03. Governmental Authorization; Other Consents 64 SECTION 3.04. Binding Effect 64 SECTION 3.05. Financial Statements; No Material Adverse Effect 64 SECTION 3.06. Litigation 65 SECTION 3.07. No Default 65 SECTION 3.08. Ownership of Property; Liens 65 SECTION 3.09. Environmental Compliance 65 SECTION 3.10. Insurance 66 SECTION 3.11. Taxes 66
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs 5344 SECTION 2.17 Mitigation Obligations; Replacement of Lenders 5546 SECTION 2.18 Defaulting Lenders 5647 SECTION 2.19 Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions 5748 SECTION 2.20 Expansion Option 57 ARTICLE III REPRESENTATIONS AND WARRANTIES 5949 SECTION 3.01 Organization 5949 SECTION 3.02 Authority 5949 SECTION 3.03 Necessary Action 5949 SECTION 3.04 Due Authorization, Etc. 5949 SECTION 3.05 Compliance with Law 5949 SECTION 3.06 No Litigation 5949 SECTION 3.07 Title 60 SECTION 3.083.07 Governmental Approvals 6050 SECTION 3.093.08 Financial Condition 6050 SECTION 3.10 Capitalization 61 SECTION 3.11 Subsidiaries 61 Cleco Corporate Holdings LLC 2019 Term Loan Agreement
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set‑offs 56 Section 2.20 Mitigation Obligations; Replacement of Lenders 58 Section 2.21 Expansion Option 59 Section 2.22 Defaulting Lenders 60 Section 2.23 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 63 Section 3.01 Organization 63 Section 3.02 Authority 64 Section 3.03 Necessary Action 64 Section 3.04 Due Authorization, Etc 64 Section 3.05 Compliance with Law 64 Section 3.06 No Litigation 64 Section 3.07 Governmental Approvals 64 Section 3.08 Financial Condition 65 Section 3.09 No Violation 65 Section 3.10 Not Investment Company 65 Section 3.11 Accuracy of Disclosures 65 Section 3.12 Margin Regulations 66
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Payments Generally; Allocations of Proceeds. Pro Rata Treatment; Sharing of Set-offs. 49 SECTION 2.19. Mitigation Obligations; Replacement of Lenders. 51 SECTION 2.20. Incremental Credit Extensions. 52 SECTION 2.21. Market Disruption. 54 SECTION 2.22. Judgment Currency. 54 SECTION 2.23. Designation of Subsidiary Borrowers. 55 SECTION 2.24. Defaulting Lenders. 55 ARTICLE III Representations and Warranties 57 SECTION 3.01. Organization; Powers; Subsidiaries. 57 SECTION 3.02. Authorization; Enforceability. 57 SECTION 3.03. Governmental Approvals; No Conflicts. 58
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Related to Payments Generally; Allocations of Proceeds

  • Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16, 2.17, 2.17A or 2.17B, or otherwise) prior to (i) in the case of payments denominated in Dollars by the Company, 12:00 noon, New York City time, (ii) in the case of payments denominated in Canadian Dollars, 12:00 noon, Eastern time, in the city of the Administrative Agent’s Applicable Payment Office for Canadian Dollars and (iii) in the case of payments denominated in a Foreign Currency (other than Canadian Dollars) or by a Foreign Subsidiary Borrower, 12:00 noon, Local Time, in the city of the Administrative Agent’s Applicable Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or, in the case of a Credit Event denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, the Administrative Agent’s Applicable Payment Office for such currency, except payments to be made directly to the Issuing Banks or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17, 2.17A, 2.17B and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations. (b) Any proceeds of Collateral, or any other proceeds of any payment by any Borrower or any other Loan Party, received by the Administrative Agent (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Company) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and any Issuing Bank from any Borrower, second, to pay any fees or expense reimbursements then due to the Lenders from any Borrower, third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by any Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default is in existence, none of the Administrative Agent or any Lender shall apply any payment which it receives to any Eurocurrency Loan, LIBOR Market Rate Loan or BA Equivalent Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan, LIBOR Market Rate Loan or BA Equivalent Loan, as applicable or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class or Canadian Base Rate Loan, as applicable, and, in any event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable by a Borrower under the Loan Documents, may be paid from the proceeds of Borrowings made by such Borrower hereunder whether made following a request by such Borrower (or the Company on behalf of such Borrower) pursuant to Section 2.03 or a deemed request by such Borrower as provided in this Section or may be deducted from any deposit account of such Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing by such Borrower for the purpose of paying each payment of principal, interest and fees owed by such Borrower as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) of such Borrower and that all such Borrowings by such Borrower shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the relevant Borrower maintained with the Administrative Agent for each payment of principal, interest and fees owed by such Borrower as it becomes due hereunder or any other amount due under the Loan Documents. (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency). (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

  • Payments Generally; Allocation of Proceeds; Sharing of Set-offs (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts used to cash collateralize LC Exposure or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender and the Issuing Bank from the Borrower (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services or Swap Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Obligations and Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, ratably (with amounts allocated to the Term Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.10 ratably based on the amount of such scheduled repayments), fifth, to pay an amount to the Administrative Agent equal to one hundred percent (100%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Obligations shall be excluded from the application in clause fourth described above and paid in clause sixth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Obligations. (c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents that are not paid when due (after any applicable grace period) in accordance with the Loan Documents, subject to five Business Days prior written notice to the Borrower, may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or 2.05 or a deemed request as provided in this Section 2.18 or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes, solely to the extent a payment is not paid by a Loan Party by the required time set forth in the Loan Documents (after any applicable grace period) (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans), and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees due hereunder or any other amount due under the Loan Documents. (d) If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Commitments or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements or Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Commitments and participations in LC Disbursements or Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans, Commitments or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.05, 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c) hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections. Application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion.

  • Allocation of Proceeds If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.

  • Allocations of Collections 35 SECTION 10. Payments..................................................................................................47 SECTION 11.

  • Applications of Proceeds The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.