Place and Application of Payments. All payments of principal of and interest on the Loans and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof), all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent); (b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest; (c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of principal on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (f) finally, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans Notes and of all other Obligations obligations payable by the Borrower under this Agreement Agreement, the Notes and the other Convertible Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans the Notes ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations Notes and the other obligations due hereunder and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after the acceleration or the final maturity of the Obligations Obligations, or termination a part thereof, or the enforcement of Liens on the Collateral granted in favor of the Commitments as a result Agent and the Lenders following the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment terms and provisions of principal on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities Section 3 of the ParentCredit Agreement, the Borrower which terms and the Borrower Subsidiaries evidenced provisions are incorporated herein by the Loan Documents to be allocated pro rata reference as though set forth herein in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may be lawfully entitled theretofull.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 13.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(dc) fourththird, to the payment of principal on the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereofeach;
(ed) fifthfourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, ACH and Overdraft Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fe) finallyfifth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrower Borrowers to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), Borrowers) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has Borrowers have agreed to pay the Administrative Agent or the Lenders under Section 12.15 13.15 hereof (any such funds paid to be retained by the Administrative Agent for its own account unless for which it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts Lenders shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestNote until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents (including amounts owing to the Lenders and the Floating Rate Payor under Section 1.12 hereof) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Revolving LoansNotes and unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to RCE, on behalf of the Borrower Borrowers or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations amounts payable by the Borrower Borrowers under this Agreement and the other Loan DocumentsAgreement, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 noon (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower)Company) or, if such payment is to be made in an Agreement Currency, no later than 12:00 noon local time at the place of payment (or such earlier local time as is necessary for such funds to be received and transferred to the Agent for same day value on the day such Obligation is due) to such office as the Agent has previously specified in a notice to the Company (acting on behalf of the Borrowers) for the benefit of the Lender(s) Person or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in each the case of any Loans denominated in an Alternative Currency or any Reimbursement Obligations payable in an Available Foreign Currency, in such Alternative Currency or such Available Foreign Currency, as applicable, in such funds as are then customary for the settlement of international transactions in such currency. Any payment by the Borrowers to the Agent for account of the Banks in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrowers' obligation to make such a payment to the Banks, provided that if any such payment is rescinded or must otherwise be restored or returned, the Borrowers' obligations to the Banks with respect to such payment shall be reinstated as if such payment had never been made. All such payments shall be made, in all cases, without set-off setoff or counterclaimcounterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed or measured by the net income of any Bank). The Administrative Agent will promptly thereafter (and in any case before the close of business on the day the Agent receives such funds, if timely received by the Agent) cause to be distributed like funds relating to the payment of principal or interest on Committed Loans or fees ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts fails to be distributed distribute such payments to any Bank by such times, the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and Agent shall pay to such scheduled payment is not so made, each Lender shall, Bank interest on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon not paid in respect of each day during the period commencing on the date such amount payment was distributed to such Lender received by the Agent (or the following Business Day in the case of payments received after 12:00 noon (Chicago time)) and ending on (but excluding) excluding the date such Lender repays the Agent pays such amount to the Administrative Agent, at a rate per annum equal to (i) if such payment was received by the Agent on account of an Obligation denominated in U.S. Dollars, the effective rate charged to the Agent for Federal Funds Rate in effect transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day) and (ii) if such daypayment was received by the Agent on account of an Obligation denominated in an Agreement Currency, at the Overnight Foreign Currency Rate. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Administrative Notes and Applications received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Commitments as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any reasonable outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under this Agreement, the Loan Documents, Notes and the Applications and in any event including all reasonable costs and expenses of a character which the Borrower has Borrowers have agreed to pay the Administrative Agent under Section 12.15 Sections 11.5 and 15.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Swing LoansNotes, both the Applications, the Agent's Fee Letter or this Agreement other than for principal principal, ratably as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of (i) the principal of the Notes and (ii) after all amounts in clause (i) have been paid, to any outstanding interest and fees due liabilities in respect of unpaid drawings under the Loan Documents Letters of Credit and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the then respective aggregate unpaid amounts owing principal balances of the Notes as to each holder thereofwhich such payments relate and the Letters of Credit;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance accord with the aggregate unpaid amounts of other Obligations owing to each holder thereof;of them (other than those described above) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower Borrowers or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Titan International Inc)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement; provided, that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding) the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for each such day; provided, further, that the Borrower’s payment obligations shall be satisfied upon and to the extent of the payment being made in the first and third sentences of this Section 3.1, without regard to any action or inaction by the Administrative Agent with respect to the proceeds of any such payment. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such ▇▇▇▇▇▇ is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such 1 To be confirmed payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b1.8(b) hereof), all payments and collections received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(dc) fourththird, to the payment of principal on the Revolving Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(ed) fifthfourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries Guarantors evidenced by the Loan Documents and Bank Product Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fe) finally, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Credit Agreement (Centerspace)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestLoans until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Revolving Loans (other than Swing Loans), unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and all payments of fees and all other Obligations amounts payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) entitled theretoBanks. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollarslawful money of the United States of America, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Administrative Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Commitments as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under the this Agreement or any other Loan DocumentsDocument, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Administrative Agent and the Security Trustee under Section 12.15 Sections 9.5 and 12.12 hereof (such funds to be retained by the Administrative Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore therefor made to the Administrative AgentAgent or the Security Trustee);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes or this Agreement other than for principal, both for principal ratably as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated principal of the Notes, pro rata as among the Banks in accordance accord with the aggregate then respective unpaid amounts owing to each holder principal balances thereof;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance accord with the aggregate unpaid amounts of any other indebtedness, obligations or liabilities of the Borrower owing to each holder thereofof them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may the Required Banks reasonably determine to be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in ChicagoNew York, Illinois New York (or such other location as the Administrative Agent may designate to the Borrower), Borrower in writing) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off set‑off or counterclaim, except as provided in Section 10.1. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default Lenders, shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestLoans until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Term Loans, Revolving Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit, to the extent the same have not been replaced or cancelled or otherwise provided for to the reasonable satisfaction of the L/C Issuer), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled thereto. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
Appears in 1 contract
Sources: Loan Agreement (Vantiv, Inc.)
Place and Application of Payments. (a) All payments of principal of and interest on the Revolving Loans, any Term Loans and the Reimbursement Obligations, and of all other Obligations Indebtedness payable by the Borrower Borrowers under this Agreement and the other Loan Transaction Documents, shall be made by the Borrower Borrowers to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago Colorado time) on the due date thereof at the office of the Administrative Agent in ChicagoDenver, Illinois CO (or such other location as the Administrative Agent may designate to the Borrower), Borrowers) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. United States Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans the Revolving Loans, any Term Loan and on Reimbursement Obligations ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on .
(but excludingb) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, x) pursuant to the exercise of remedies under Section 1.7(b10.2(b) hereof)or (y) upon the determination of the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations Indebtedness and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(ai) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Security Interest on the Collateral, in protecting, preserving or enforcing rights under the Loan Transaction Documents, and in any event including all costs and expenses of a character which the any Borrower has agreed to pay the Administrative Agent under Section 12.15 13.1 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(bii) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Transaction Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(diii) fourththird, to the payment of principal on any Term Loan, the Revolving Loans, unpaid Reimbursement Obligations, Product Obligations to the extent secured by the Security Interest on the Collateral, together with amounts to be held by the Agent as collateral security for any Letter of Credit Outstandings (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letter of Credit Outstandings), and, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(eiv) fifthfourth, to the payment of all other unpaid Obligations Indebtedness and all other indebtedness, obligations, and liabilities of the Parent, the Borrower Borrowers and the Borrower Restricted Subsidiaries evidenced secured by the Loan Documents Security Interest to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fv) finallyfifth, to the Borrower Borrowers or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Air Methods Corp)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 13.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestNote until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereofPerson to which such sums are due;
(d) fourth, to the payment of principal on the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and any Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereofPerson to which such sums are due;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereofPerson to which such sums are due; and
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Credit Agreement (CTS Corp)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Bank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations or Hedging Liability and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes and the other Loan Documents, both in each case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with principal of the aggregate unpaid amounts owing to each holder thereofSwing Line Note;
(d) fourth, to the payment of the principal on of the Revolving LoansNotes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans and interests in the Letters of Credit;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the ParentAgent, the Borrower Banks and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata their Affiliates ratably in accordance with the aggregate unpaid Hedging Liability and any other amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each holder thereof; andof them and secured by the Collateral Documents, unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled theretoapplicable law shall require.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Bank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted ratably to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes and the other Loan Documents, both in each case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and accrued but unpaid interestthe Banks in accordance with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of the principal of the Notes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding interest and fees due under amount of all such L/C Obligations), the Loan Documents aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance with the aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans and interests in the Letters of Credit;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance with the aggregate unpaid amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each holder thereofof them and secured by the Collateral Documents (other than for Hedging Liability described in subsection (e) below), unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated Hedging Liability (if any) pro rata as among the Banks and their Affiliates to whom such Hedging Liability is owed in accordance with the aggregate then respective unpaid amounts owing to each holder thereofof such liability; and
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Bank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes and the other Loan Documents, both in each case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of the principal of the Notes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding interest and fees due under amount of all such L/C Obligations), the Loan Documents aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans and interests in the Letters of Credit;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance with the aggregate unpaid amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each holder thereofof them and secured by the Collateral Documents (other than for Hedging Liability described in subsection (e) below), unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated Hedging Liability (if any) pro rata as among the Banks and their Affiliates to whom such Hedging Liability is owed in accordance with the aggregate then respective unpaid amounts owing to each holder thereofof such liability; and
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled thereto.. SECTION
Appears in 1 contract
Sources: Credit Agreement (Sycamore Park Convalescent Hospital)
Place and Application of Payments. All payments of principal of and interest on the Loans and all payments of fees and all other Obligations amounts payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) entitled theretoBanks. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollarslawful money of the United States of America, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or fees ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Administrative Notes, and all proceeds of the Collateral and payments or collections on any guaranties received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Commitments as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Security Trustee or the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under the this Agreement or any other Loan DocumentsDocument, and in any event including all costs and expenses of a character which the Borrower has agreed to pay to the Administrative Agent and the Security Trustee under Section 12.15 Sections 9.5 and 12.13 hereof (such funds to be retained by the Administrative Agent or the Security Trustee, as the case may be for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore therefor made to the Administrative AgentAgent or the Security Trustee);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes or this Agreement other than for principal, both for principal ratably as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated principal of the Notes, pro rata as among the Banks in accordance accord with the aggregate then respective unpaid amounts owing to each holder principal balances thereof;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance accord with the aggregate unpaid amounts of any other indebtedness, obligations or liabilities of the Borrower owing to each holder thereofof them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may the Required Banks reasonably determine to be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and of the Reimbursement Obligations, and all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If Unless the Administrative Agent causes amounts to be distributed 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 in reliance upon or the assumption L/C Issuers hereunder that the Borrower will not make a scheduled payment and such scheduled payment is not so madepayment, each Lender shall, on demand, repay to the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount distributed due. With respect to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof), all payments and collections received in respect of the Obligations by any payment that the Administrative Agent makes to any Lender, L/C Issuer or other secured party hereunder as to which Administrative Agent determines (in its sole and absolute discretion) that any of the Lenders after acceleration or following applies (such payment referred to as the final maturity of ): (1) the Obligations or termination of Borrowers have not in fact made the Commitments as a result of an Event of Default shall be remitted corresponding payment to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may be lawfully entitled thereto.Administrative
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(dc) fourththird, to the payment of principal on the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(ed) fifthfourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fe) finallyfifth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and of the Reimbursement Obligations, and all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago time) 12:00 Noon on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If Unless the Administrative Agent causes amounts to be distributed 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 in reliance upon or the assumption L/C Issuers hereunder that the Borrower will not make a scheduled payment and such scheduled payment is not so madepayment, each Lender shall, on demand, repay to the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be required to), in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. With respect
(1) Borrower has not in fact made the corresponding payment to Administrative Agent;
(2) Administrative Agent has made a payment in excess of the amount(s) received by it from Borrower either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Secured Parties severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender together Secured Party, in immediately available funds with interest thereon in respect of thereon, for each day during the period commencing on from and including the date such amount was is distributed to such Lender and ending on (it to but excluding) excluding the date such Lender repays such amount of payment to the Administrative Agent, at a rate per annum equal to the greater of the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof), all payments and collections received in respect of the Obligations a rate determined by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal banking industry rules on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may be lawfully entitled theretointerbank compensation.
Appears in 1 contract
Sources: Credit Agreement (Envestnet, Inc.)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) Bank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations or Hedging Liability and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the principal of and interest on the Swing Loans, both for principal and accrued but unpaid interestLine Note;
(c) third, to the payment of any outstanding interest and or other fees or amounts due under the Notes and the other Loan Documents to be allocated Documents, in each case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and the Banks in accordance accord with the aggregate unpaid amount of such interest and other fees or amounts owing to each holder thereofeach;
(d) fourth, to the payment of the principal on of the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any other L/C Obligations pursuant to Section 9.4 hereof (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Banks or their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations Agent, the Banks, and all their Affiliates ratably in accordance with any other indebtedness, obligations, and obligations or liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced owing to each of them and secured by the Loan Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to the Borrower or whoever whomever else may be lawfully entitled theretoapplicable law shall require.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations amounts payable by the Borrower Borrowers under this Agreement and the other Loan DocumentsAgreement, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 noon (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower)Company) or, if such payment is to be made in an Agreement Currency, no later than 12:00 noon local time at the place of payment (or such earlier local time as is necessary for such funds to be received and transferred to the Agent for same day value on the day such Obligation is due) to such office as the Agent has previously specified in a notice to the Company (acting on behalf of the Borrowers) for the benefit of the Lender(s) Person or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in each the case of any Loans denominated in an Alternative Currency or any Reimbursement Obligations payable in an Available Foreign Currency, in such Alternative Currency or such Available Foreign Currency, as applicable, in such funds as are then customary for the settlement of international transactions in such currency. Any payment by the Borrowers to the Agent for account of the Banks in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrowers' obligation to make such a payment to the Banks, provided that if any such payment is rescinded or must otherwise be restored or returned, the Borrowers' obligations to the Banks with respect to such payment shall be reinstated as if such payment had never been made. All such payments shall be made, in all cases, without set-off setoff or counterclaimcounterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed or measured by the net income of any Bank). The Administrative Agent will promptly thereafter (and in any case before the close of business on the day the Agent receives such funds, if timely received by the Agent) cause to be distributed like funds relating to the payment of principal or interest on Committed Loans or fees ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank (including without limitation a Participating Bank's share under Section 1.2(f) hereof of any collections received on any Reimbursement Obligation), in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts fails to be distributed distribute such payments to any Bank by such times, the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and Agent shall pay to such scheduled payment is not so made, each Lender shall, Bank interest on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon not paid in respect of each day during the period commencing on the date such amount payment was distributed to such Lender received by the Agent (or the following Business Day in the case of payments received after 12:00 noon (Chicago time)) and ending on (but excluding) excluding the date such Lender repays the Agent pays such amount to the Administrative Agent, at a rate per annum equal to (i) if such payment was received by the Agent on account of an Obligation denominated in U.S. Dollars, the effective rate charged to the Agent for Federal Funds Rate in effect transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day) and (ii) if such daypayment was received by the Agent on account of an Obligation denominated in an Agreement Currency, at the Overnight Foreign Currency Rate. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of (i) the Obligations indebtedness evidenced by the Administrative Notes and Applications, (ii) the Hedging Liability and (iii) and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders Banks (or their affiliates in the case of Hedging Liability) after acceleration or the final maturity of the Obligations or termination of the Commitments as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any reasonable outstanding costs and expenses incurred by the Administrative Agent Agent, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, Documents and in any event including all reasonable costs and expenses of a character which the Borrower has Borrowers have agreed to pay the Administrative Agent under Section 12.15 Sections 11.5 and 15.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Swing LoansNotes, both the Applications, the Agent's Fee Letter or this Agreement other than for principal principal, ratably as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of the principal of the Notes, the Hedging Liability and any outstanding interest and fees due liabilities in respect of unpaid drawings under the Loan Documents Letters of Credit and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the then respective aggregate unpaid amounts owing principal balances of the Notes or Letters of Credit (as the case may be) as to each holder thereofwhich such payments relate;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance accord with the aggregate unpaid amounts of other Obligations owing to each holder thereof;of them (other than those described above) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities Company (on behalf of the ParentBorrowers, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to whose sole recourse shall be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower Company for any amount so distributed to the Company) or whoever else may be lawfully entitled thereto."
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Titan International Inc)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Bank or Banks entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly (but not later than 3 days after receipt of said payments by the Agent) thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations or Hedging Liability and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or amounts due under the Swing LoansNotes and the other Loan Documents, both in each case other than for principal on the Loans or in reimbursement or collateralization of L/C Obligations, pro rata as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with principal of the aggregate unpaid amounts owing to each holder thereofSwing Line Note;
(d) fourth, to the payment of the principal on of the Revolving LoansNotes and any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the aggregate unpaid amounts owing to each holder thereofprincipal balances of their Loans and interests in the Letters of Credit;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the ParentAgent, the Borrower Banks and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata their Affiliates ratably in accordance with the aggregate unpaid Hedging Liability and any other amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each holder thereof; andof them and secured by the Collateral Documents, unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(f) finallysixth, to the Borrower or whoever else may be lawfully entitled theretoapplicable law shall require.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago Cincinnati time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), Borrower in writing) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim, except as provided in Section 10.1. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or Lenders, other than payments and collection received pursuant to the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default Limited Guaranty, shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestLoans until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Term B Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof until paid in full;
(e) fifth, to the payment of principal on the Revolving Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit, to the extent the same have not been replaced or cancelled or otherwise provided for to the reasonable satisfaction of the L/C Issuer), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(ef) fifthsixth, to the payment of principal on the Term A Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof until paid in full;
(g) seventh, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fh) finallyeighth, to the Borrower or whoever else may be lawfully entitled thereto. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations pursuant to the Limited Guaranty, in each instance, by the Administrative Agent, the L/C Issuer or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, protecting, preserving or enforcing the Limited Guaranty, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 10.13 hereof in respect of the Limited Guaranty (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest due to the Term A Lenders under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to the Term A Lenders ;
(c) third, to the payment of principal on the Term A Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(d) fourth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Loan Agreement (Fifth Third Bancorp)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago Cincinnati time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), Borrower in writing) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim, except as provided in Section 10.1. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or Lenders, other than payments and collection received pursuant to the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default Limited Guaranty, shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.13 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of principal and interest on the Swing Loans, both for principal and accrued but unpaid interestLoans until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Term B Loans, Revolving Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit, to the extent the same have not been replaced or cancelled or otherwise provided for to the reasonable satisfaction of the L/C Issuer), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of principal on the Term A Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof until paid in full;
(f) sixth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fg) finallyseventh, to the Borrower or whoever else may be lawfully entitled thereto. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations pursuant to the Limited Guaranty, in each instance, by the Administrative Agent, the L/C Issuer or any of the Lenders shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent, protecting, preserving or enforcing the Limited Guaranty, and in any event all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 10.13 hereof in respect of the Limited Guaranty (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest due to the Term A Lenders under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to the Term A Lenders;
(c) third, to the payment of principal on the Term A Loans to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(d) fourth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Fifth Third Bancorp)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower Borrowers under this Agreement and the other Loan Documents, shall be made by the Borrower Borrowers to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago Eastern time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), Borrowers) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein or in any other Loan Document to the contrary notwithstanding notwithstanding, but subject to the sharing provisions among Lenders in Section 10.26, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Secured Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs costs, fees and expenses incurred by the Administrative Agent Agent, and any agent or security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs costs, fees and expenses of a character which the Borrower has Borrowers have agreed to pay the Administrative Agent under Section 12.15 hereof 10.13 (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of all interest on, then principal of, the Swing Loans, both for principal and accrued but unpaid interestLoans until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of (i) principal on the Revolving Loans (other than Swing Loans), (ii) unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 (until the Administrative Agent is holding an amount of cash equal to one hundred three percent (103%) of the then outstanding amount of all such L/C Obligations), (iii) Hedging Liability, (iv) Funds Transfer and Deposit Account Liability, and (v) Documentary Letter of Credit Obligations, the aggregate amount paid to, or held as collateral security for the applicable Secured Parties to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Secured Obligations and all other indebtedness, obligations, and liabilities of the Parent, Borrowers and their respective Subsidiaries due the Borrower and the Borrower Subsidiaries evidenced Secured Parties secured by the Loan Collateral Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to the Borrower Borrowers or whoever else may as otherwise directed by a court of competent jurisdiction. Subject to the sharing provisions among Lenders under Section 10.26, to the extent that any such payments, collections and proceeds of Collateral are received from a Loan Party or in respect of Collateral of a Loan Party that is obligated for only a portion of the Secured Obligations in accordance with Section 2.17(b), such payments, collections and proceeds of Collateral shall be lawfully entitled theretoapplied in accordance with the foregoing order or priority solely to those outstanding amounts (and the holders thereof) in each such clause for which such Loan Party is obligated.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and of the Reimbursement Obligations, and all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. (Chicago time) 12:00 Noon on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate in writing to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If Unless the Administrative Agent causes amounts to be distributed 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 in reliance upon or the assumption L/C Issuers hereunder that the Borrower will not make a scheduled 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 scheduled payment is assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. In such event, if the Borrower has not so madein fact made such payment, then each Lender shallof the Lenders or the L/C Issuers, on demandas the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender together or L/C Issuer, with interest thereon in respect of thereon, for each day during the period commencing on from and including the date such amount was is distributed to such Lender and ending on (it to but excluding) excluding the date such Lender repays such amount of payment to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such ▇▇▇▇▇▇ is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. Anything contained herein With respect to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof), all payments and collections received in respect of the Obligations by any payment that the Administrative Agent makes to any Lender or other Creditor as to which the Administrative Agent determines (in its sole and absolute discretion) that any of the Lenders after acceleration or following applies (such payment referred to as the final maturity “Rescindable Amount”):
(1) the Borrower has not in fact made the corresponding payment to the Administrative Agent;
(2) the Administrative Agent has made a payment in excess of the Obligations amount(s) received by it from the Borrower either individually or termination in the aggregate (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Commitments as a result of an Event of Default shall be remitted Creditors severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Creditor, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed as follows:
(a) first, to it to but excluding the date of payment to the payment Administrative Agent, at the greater of any outstanding costs the Federal Funds Rate and expenses incurred a rate determined by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal banking industry rules on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may be lawfully entitled theretointerbank compensation.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders after the acceleration or the final maturity of the Obligations Obligations, or termination a part thereof, or the enforcement of Liens on the Collateral granted in favor of the Commitments as a result Agent and the Lenders following the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or by the Agent, and any security trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interestinterest on the Bridge Loans and all other amounts (including amounts owing under Section 1.13 hereof) owing with respect to the Bridge Credit;
(c) third, to the payment of principal and interest on the Revolving Loans and to any unpaid Reimbursement Obligations and to the Agent to be held as collateral security for any other outstanding interest L/C Obligations (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations) and fees due to ACH and Overdraft Liability then outstanding (up to $500,000 at any one time) and all other amounts (including amounts owing under Section 1.13 hereof) owing with respect to the Loan Documents Revolving Credit, to be allocated pro rata in accordance with the aggregate unpaid outstanding amounts thereof owing to each holder thereofLender and its Affiliates;
(d) fourth, to the payment of principal and interest on the Revolving LoansTerm Loans and all other amounts (including amounts owing under Section 1.13 hereof) owing with respect to the Term Credit, to be allocated pro rata in accordance with the aggregate unpaid outstanding amounts thereof owing to each holder thereofLender;
(e) fifth, to the payment of all other unpaid Obligations principal and interest on the Convertible Notes and all other indebtednessamounts owing with respect to the Convertible Credit, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid terms of the Convertible Note Agreement;
(f) sixth, to the Agent and the Lenders ratably in accordance with the amounts of any other indebtedness, obligations or liabilities of the Borrower and its Subsidiaries owing to each holder thereofof them and secured by the Collateral Documents (other than for Hedging Liability described in subsection (g) below), unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied;
(g) seventh, to the payment of the Hedging Liability (if any) pro rata as among the Lenders to whom such Hedging Liability is owed in accordance with the then respective unpaid amounts of such liability; and
(fh) finallyeighth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Place and Application of Payments. All payments of principal of and interest on the Loans made in U.S. Dollars and the Reimbursement Obligations, and of all other Obligations payable by the U.S. Borrower under this Agreement and the other Loan Documents, shall be made by the U.S. Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the U.S. Borrower), ) for the benefit of the Lender(s) Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in the case of U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the U.S. Lenders have purchased U.S. Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations of the U.S. Borrower and all proceeds of the Collateral provided by the U.S. Borrower and the U.S. Guarantors received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or the final maturity of occurrence and during the Obligations or termination of the Commitments as a result continuation of an Event of Default Default, shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the U.S. Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interestinterest on the U.S. Swing Notes until paid in full;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding U.S. L/C Obligations pursuant to Section 8.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such U.S. L/C Obligations), the payment of the principal of the indebtedness, obligations and liabilities (including without limitation the Australian Reimbursement Obligations) arising under the Australian Credit Agreements, and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the U.S. Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Collateral Documents (including, without limitation, Funds Transfer and Deposit Account Liability and the Guarantors' obligations under Section 11 of this Agreement) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finallysixth, to the U.S. Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the due date thereof at the office of the Administrative Agent in ChicagoCincinnati, Illinois Ohio (or such other location as the Administrative Agent may designate to the Borrower), ) for the benefit of the Lender(s) Lender or Lenders entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to the Federal Funds Rate in effect for each such day. Anything contained herein to the contrary notwithstanding notwithstanding, (including, without limitation, Section 1.7(bx) hereof)pursuant to the exercise of remedies under Sections 7.2 and 7.3 hereof or (y) after written instruction by the Required Lenders after the occurrence and during the continuation of an Event of Default, all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any trustee therefor, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 10.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(dc) fourththird, to the payment of principal on the Revolving LoansNotes, unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any outstanding L/C Obligations pursuant to Section 7.4 hereof (until the Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), the aggregate amount paid to, or held as collateral security for, the Lenders to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(ed) fifthfourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fe) finallyfifth, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Credit Agreement (American Pharmaceutical Partners Inc /De/)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations amounts payable by the Borrower under this Agreement and the other Loan DocumentsAgreement, shall be made by the Borrower to the Administrative Agent by no later than 2:00 p.m. 12:00 noon (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower)Company) or, if such payment is to be made in an Agreement Currency, no later than 12:00 noon local time at the place of payment (or such earlier local time as is necessary for such funds to be received and transferred to the Agent for same day value on the day such Obligation is due) to such office as the Agent has previously specified in a notice to the Borrower for the benefit of the Lender(s) Person or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in each the case of any Loans denominated in an Alternative Currency or any Reimbursement Obligations payable in an Available Foreign Currency, in such Alternative Currency or such Available Foreign Currency, as applicable, in such funds as are then customary for the settlement of international transactions in such currency. Any payment by the Borrowers to the Agent for account of the Banks in accordance with the terms hereof shall, to the extent of such payment, discharge the Borrowers' obligation to make such a payment to the Banks, provided that if any such payment is rescinded or must otherwise be restored or returned, the Borrowers' obligations to the Banks with respect to such payment shall be reinstated as if such payment had never been made. All such payments shall be made, in all cases, without set-off setoff or counterclaimcounterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed or measured by the net income of any Bank). The Administrative Agent will promptly thereafter (and in any case before the close of business on the day the Agent receives such funds, if timely received by the Agent) cause to be distributed like funds relating to the payment of principal or interest on Committed Loans or fees ratably to the Lenders Banks and like funds relating to the payment of any other amount payable to any Lender Bank to such LenderBank, in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts fails to be distributed distribute such payments to any Bank by such times, the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and Agent shall pay to such scheduled payment is not so made, each Lender shall, Bank interest on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon not paid in respect of each day during the period commencing on the date such amount payment was distributed to such Lender received by the Agent (or the following Business Day in the case of payments received after 12:00 noon (Chicago time)) and ending on (but excluding) excluding the date such Lender repays the Agent pays such amount to the Administrative Agent, at a rate per annum equal to (i) if such payment was received by the Federal Funds Rate Agent on account of an Obligation denominated in effect U.S. Dollars, the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day) and (ii) if such daypayment was received by the Agent on account of an Obligation denominated in an Agreement Currency, at the Overnight Foreign Currency Rate. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof)notwithstanding, all payments and collections received in respect of the Obligations indebtedness evidenced by the Administrative Notes and Applications received, in each instance, by the Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Commitments as a result occurrence of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any reasonable outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under this Agreement, the Loan Documents, Notes and the Applications and in any event including all reasonable costs and expenses of a character which the Borrower has Borrowers have agreed to pay the Administrative Agent under Section 12.15 Sections 11.5 and 15.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Swing LoansNotes, both the Applications or this Agreement other than for principal principal, ratably as among the Agent and accrued but unpaid interestthe Banks in accord with the amount of such interest and other fees or amounts owing each;
(c) third, to the payment of (i) the principal of the Committed Term Note first, (ii) the principal of the other Notes next and (iii) after all amounts in clause (i) and (ii) have been paid, to any outstanding interest and fees due liabilities in respect of unpaid drawings under the Loan Documents Letters of Credit and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), the aggregate amount paid to or held as collateral security for the Banks to be allocated pro rata as among the Banks in accordance accord with the then respective aggregate unpaid amounts owing principal balances of the Notes as to each holder thereofwhich such payments relate and the Letters of Credit;
(d) fourth, to the payment of principal on Agent and the Revolving Loans, to be allocated pro rata Banks ratably in accordance accord with the aggregate unpaid amounts of other Obligations owing to each holder thereof;of them (other than those described above) unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower Borrowers or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Titan Wheel International Inc)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other Obligations payable by the Borrower under this Agreement and the other Loan Documents, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the office of the Administrative Agent in Chicago, Illinois (or such other location as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) or L/C Issuer entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Lenders have purchased Participating Interests ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement; provided, that if the Administrative Agent does not distribute such funds to the Lenders on the date the Administrative Agent receives (or is deemed to receive) payment from the Borrower, the Administrative Agent shall promptly thereafter distribute such funds together with interest thereon in respect of each day during the period commencing on the date such payment from the Borrower was received by the Administrative Agent (or the date the Administrative Agent was deemed to receive such payment) and ending on (but excluding) the date the Administrative Agent distributes such funds to the Lenders, at a rate per annum equal to the Federal Funds Rate for each such day; provided, further, that the Borrower’s payment obligations shall be satisfied upon and to the extent of the payment being made in the first and third sentences of this Section 3.1, without regard to any action or inaction by the Administrative Agent with respect to the proceeds of any such payment. If the Administrative Agent causes amounts to be distributed to the Lenders in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative Agent the amount distributed to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender and ending on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such ▇▇▇▇▇▇ is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b) hereof), all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of the Swing Loans, both for principal and accrued but unpaid interest;
(c) third, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on the Revolving Loans, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower Subsidiaries evidenced by the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(f) finally, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract
Sources: Second Amendment to Third Amended and Restated Credit Agreement (Centerspace)
Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations and of all other Obligations amounts payable by the Borrower under this Agreement and the other Loan DocumentsAgreement, shall be made by the Borrower to the Administrative Agent by no later than 2:00 1:00 p.m. (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower), for the benefit of the Lender(s) entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made in U.S. Dollars, in immediately available funds at the place of payment, in each case without set-off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have purchased Participating Interests or facility fees or letter of credit fees ratably to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, Banks in each case to be applied in accordance with the terms of this Agreement. If the Administrative Agent causes amounts to be distributed to the Lenders Banks in reliance upon the assumption that the Borrower will make a scheduled payment and such scheduled payment is not so made, each Lender Bank shall, on demand, repay to the Administrative Agent the amount distributed to such Lender Bank together with interest thereon in respect of each day during the period commencing on the date such amount was distributed to such Lender Bank and ending on (but excluding) the date such Lender Bank repays such amount to the Administrative Agent, at a rate per annum equal to: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Bank is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Bank to the date such payment is made by such Bank, the Base Rate in effect for each such day. Anything contained herein to the contrary notwithstanding (including, without limitation, Section 1.7(b2.3(b) hereof)) but subject to the terms of the Intercreditor Agreement, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Administrative Agent or any of the Lenders Banks after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
(a) first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Credit Documents, and in any event including all costs and expenses of a character which the Borrower has agreed to pay the Administrative Agent under Section 12.15 13.15 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the LendersBanks, in which event such amounts shall be remitted to the Lenders Banks to reimburse them for payments theretofore made to the Administrative Agent);
(b) second, to the payment of any outstanding interest with respect to New Money Advances to be allocated pro rata in accordance with the Swing Loans, both for principal and accrued but aggregate unpaid interestamounts owing to each holder thereof;
(c) third, to the payment of principal on Loans and unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any outstanding interest and fees due under L/C Obligations pursuant to Section 9.6 hereof (until the Loan Documents Agent is holding an amount of cash equal to 105% of the then outstanding amount of all such L/C Obligations), in each case with respect to New Money Advances, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(d) fourth, to the payment of principal on any other outstanding interest and fees due under the Revolving Loans, Credit Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(e) fifth, to the payment of any other principal on the other Loans, any other unpaid Reimbursement Obligations, together with amounts to be held by the Agent as collateral security for any other outstanding L/C Obligations pursuant to Section 9.6 hereof (until the Agent is holding an amount of cash equal to 105% of the then outstanding amount of all such other L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Banks and L/C Issuer and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof;
(f) sixth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Parent, the Borrower and the Borrower its Subsidiaries evidenced secured by the Loan Credit Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and
(fg) finally, to the Borrower or whoever else may be lawfully entitled thereto.
Appears in 1 contract