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