Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations: (a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment; (b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and (c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2. (d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses: (i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date; (ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d); (iii) to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date; (iv) to the payment of the principal of any Loans that are then due and owing; (v) to other Obligations that are then due and owing; (vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and (vii) the balance, if any, to the Borrower. (e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). (f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 2 contracts
Sources: Credit and Security Agreement (Quest Diagnostics Inc), Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Lender (or, in case of Lenders in Conduit Groups, to each of the related Co-AgentAgents, for distribution to its ConstituentsLenders), a portion of the Collections received as of the Monthly Reporting Date on which such Monthly Report was due and not previously so distributed equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Lenders (or, in case of Lenders in Conduit Groups, to each of the related Co-Agents, for distribution to its ConstituentsLenders), a portion of the Collections equal to the Groups’ respective Percentages related Group’s Percentage of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Lenders (or, in case of Lenders in Conduit Groups, each related Co-AgentsAgent, for distribution to their respective ConstituentsLenders), the Groups’ respective Percentages related Group’s Percentage of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Servicing Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) 8.1 (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics BSX for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or and the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Lenders (or, in case of Lenders in Conduit Groups, each of the related Co-Agents), ratably in accordance with their respective Groups’ Percentagesthe related Group’s Percentage, for distribution in accordance with this Section 3.2.. Second Amended and Restated Credit and Security Agreement
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Lenders (or, in case of Lenders in Conduit Groups, each related Co-Agents Agent) on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Servicing Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d)10.3;
(iii) to the Unused Fee and the Usage Fee accrued during fees due on such Settlement PeriodDate pursuant to the Amended Fee Letter, plus any fees previously accrued Unused Fee and Usage Fee thereunder not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics BSX or one of their respective Affiliates, to the accrued and unpaid Servicing Fee that is then due and owing to such Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Lenders (or, in case of Lenders in Conduit Groups, each related Co-AgentsAgent, for distribution to the its Lenders), a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing to their respective Group on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Collateral Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;.
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and.
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date Date, (ii) each Business Day from and after the occurrence of an Amortization Event and during the continuation thereof, and (iiiii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date; provided, however, that prior to the occurrence of an Amortization Event, the Servicer shall not be obligated to turn over Collections to pay Obligations other than principal on Settlement Dates that are not Monthly Settlement Dates. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees Servicing Fee and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics International Paper for payment of the Demand Advances in an amount equal to the lesser of the insufficiency in Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest CP Costs and Interest on the Loans that is then due and owing, including any previously accrued interest CP Costs and Interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused payment of any amounts outstanding under the Fee Letters that are then due and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Dateowing;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics International Paper or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its GroupFee and Supplemental Servicer’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances Fee that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on to such dateServicer.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s 's Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s 's Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s 's Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (dc), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections received as of the Monthly Reporting Date on which such Monthly Report was due and not previously so distributed equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Servicing Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) 8.1 (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics BSX for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Servicing Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d)10.3;
(iii) to the Unused Fee and the Usage Fee accrued during fees due on such Settlement PeriodDate pursuant to the Amended Fee Letters, plus any fees previously accrued Unused Fee and Usage Fee thereunder not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics BSX or one of their respective Affiliates, to the accrued and unpaid Servicing Fee that is then due and owing to such Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing to their respective Group on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (dc), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections received as of the Monthly Reporting Date on which such Monthly Report was due and not previously so distributed equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Servicing Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) 8.1 (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics BSX for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Servicing Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d)10.3;
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics BSX or one of their respective Affiliates, to the accrued and unpaid Servicing Fee that is then due and owing to such Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing to their respective Group on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Boston Scientific Corp)
Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.the
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (dc), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s 's Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s 's Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s 's Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any Agent’s or Lender’s the Agents' and the Lenders' recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report Information Package reveals that a mandatory prepayment is required under Section SECTION 1.5(b), (c) or (dc), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable the Co-AgentAgents, for distribution to its Constituentstheir respective constituent Lenders, a portion of the Collections equal to the aggregate amount of such required mandatory prepaymentprepayments;
(b) If, on any Settlement Date, If any Loans are to be voluntarily prepaid on a Settlement Date in accordance with Section SECTION 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reducedon such Settlement Date, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituentstheir respective constituent Lenders, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reductionoptional prepayment; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituentsconstituent Lenders, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section SECTION 8.1(d) (all of the foregoing, collectively, the “Required Amounts”"REQUIRED AMOUNTS") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics INTERIM SERVICES for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, Agents for distribution in accordance with this Section SECTION 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate such amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section SECTION 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics INTERIM SERVICES or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee's Fee and Supplemental Servicer's Fee that are then due and owing to such Servicer; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Interim Services Inc)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c), (d), (e) or (df), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date Date, (ii) on each Business Day from and after the occurrence of an Amortization Event and during the continuation thereof, and (iiiii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics IPFS for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics IPFS or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, 's Fee and Supplemental Servicer's Fee that are then due and owing to the Borrowersuch Servicer.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
Turnover of Collections. Without limiting the Administrative Agent's or any Agent’s or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-the Administrative Agent, for distribution to its Constituentsthe Lenders, a portion of the Collections equal to the aggregate amount of such required mandatory prepaymentprepayments;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-AgentsAdministrative Agent, for distribution to its Constituentsthe Lenders, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary optional prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-AgentsAdministrative Agent, for distribution to their respective Constituentsthe Lenders, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”"REQUIRED AMOUNTS") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, Administrative Agent for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents Administrative Agent on any Settlement Date are insufficient to pay all Required Amounts, the aggregate such amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee's Fee and Supplemental Servicer's Fee that are then due and owing to such Servicer; and
(vii) the balance, if any, to the Borrower.
(e) If (i) the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one and (1ii) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make has made any such Cash Collateral Payment, in whole or in partDemand Advances, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any the Demand Advances that are then outstandingin an amount equal to such Cash Collateral Payment, and, upon receipt of any such shortfall amountamounts, the Borrower shall pay each Group’s Percentage of such shortfall amount them to the applicable Co-Administrative Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent Borrower or the Servicer but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section SECTION 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-AgentsAdministrative Agent, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any the Agent’s or Lender’s 's and the Lenders' recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report Information Package reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-the Agent, for distribution to its Constituentsthe Lenders, a portion of the Collections equal to the aggregate amount of such required mandatory prepaymentprepayments;
(b) If, on any Settlement Date, If any Loans are to be voluntarily prepaid on a Settlement Date in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, on such Settlement Date the Servicer shall turn over to each of the Co-AgentsAgent, for distribution to its Constituentsthe Lenders, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reductionoptional prepayment; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-AgentsAgent, for distribution to their respective Constituentsthe Lenders, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all principal, interest, fees, Broken Funding Costs and other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “"Required Amounts”") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics PCC for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amountsamount, the Borrower shall pay them it to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, Agent for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents Agent on any Settlement Date are insufficient to pay all Required Amounts, the aggregate such amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date, together with any and all Broken Funding Costs that are then due and owing;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Usage Fee and the Usage Facility Fee accrued during such Settlement Period, plus any previously accrued Unused Usage Fee and Usage Facility Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics PCC or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee's Fee that are then due and owing to such Servicer; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Precision Castparts Corp)
Turnover of Collections. Without limiting any Agent’s or Lender’s recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c), (d), (e) or (df), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;.
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and.
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date Date, (ii) on each Business Day from and after the occurrence of an Amortization Event and during the continuation thereof, and (iiiii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics International Paper for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;; and
(vi) if the Servicer is the Borrower, Quest Diagnostics International Paper or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, Fee and Supplemental Servicer’s Fee that are then due and owing to the Borrowersuch Servicer.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
Turnover of Collections. Without limiting any Agent’s 's or Lender’s 's recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (dc), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;
(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ ' respective Percentages of the aggregate amount of such voluntary prepayment or reduction; and
(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ ' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s 's Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”"REQUIRED AMOUNTS") and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ ' Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s 's Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Facility Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Facility Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee's Fee and Supplemental Servicer's Fee that are then due and owing to such Servicer; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s 's Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s 's Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.
Appears in 1 contract
Sources: Credit and Security Agreement (Quest Diagnostics Inc)
Turnover of Collections. Without limiting any Agent’s or Lender▇▇▇▇▇▇’s recourse to the Borrower for payment of any and all Obligations:
(ai) If any Monthly Collateral Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections equal to the amount of such required mandatory prepayment;.
(bii) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and.
(ciii) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date Date, (ii) each Business Day from and after the occurrence of an Amortization Event and during the continuation thereof, and (iiiii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted)1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date; provided, however, that prior to the occurrence of an Amortization Event, the Servicer shall not be obligated to turn over Collections to pay Obligations other than principal on Settlement Dates that are not Monthly Settlement Dates. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees Servicing Fee and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics International Paper for payment of the Demand Advances in an amount equal to the lesser of the insufficiency in Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of 46234227 1009038607v4 the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.
(div) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i1) to any accrued and unpaid interest CP Costs and Interest on the Loans that is then due and owing, including any previously accrued interest CP Costs and Interest which was not paid on its applicable due date;
(ii2) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii3) to the Unused payment of any amounts outstanding under the Fee Letters that are then due and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Dateowing;
(iv4) to the payment of the principal of any Loans that are then due and owing;
(v5) to other Obligations that are then due and owing;; and
(vi6) if the Servicer is the Borrower, Quest Diagnostics International Paper or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its GroupFee and Supplemental Servicer’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances Fee that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on to such dateServicer.
Appears in 1 contract
Sources: Credit and Security Agreement (International Paper Co /New/)
Turnover of Collections. Without limiting any Agentthe Administrator’s or and the Lender’s recourse to the Borrower for payment of any and all Obligations:
(a) If any Monthly Settlement Report reveals that a mandatory prepayment is required under Section 1.5(b), (c) or (d), not later than the 1:00 p.m. 12:00 noon (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agentthe Administrator, for distribution to its Constituentsthe Lender, a portion of the Collections equal to the aggregate amount of such required mandatory prepayment;
(b) If, on any Settlement Date, If any Loans are to be voluntarily prepaid on a Settlement Date in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reducedon such Settlement Date, the Servicer shall turn over to each of the Co-AgentsAdministrator, for distribution to its Constituentsthe Lender, a portion of the Collections equal to the Groups’ respective Percentages of the aggregate amount of such voluntary prepayment or reductionoptional prepayment; and
(c) Reinvestments of Certain Collections; Payment of Remaining Collections.
(i) On the close of business on each day during the period from the date of the first Advance to the Termination Date, the Servicer will, out of all Collections received on such day from Receivables:
(A) identify and hold in trust for the Lender an amount equal to the sum of the estimated amount (based on the rate information provided by the Administrator pursuant to Section 3.4 of (x) interest accrued in respect of each Loan, and (y) all other amounts due to the Lender or the Administrator hereunder (amounts under clauses (x) and (y) being the “Lender Allocations”);
(B) out of the portion of Collections not constituting Lender Allocations identify and set aside the Servicer’s Fee accrued through such day and not previously paid;
(C) apply the Collections not required to be identified pursuant to clause (A) or (B) above to the purchase from LTR LLC of ownership interests in Receivables and Related Assets (each such purchase being a “Reinvestment”); provided that:
(I) if the aggregate principal amount of the Loans outstanding as of such date would exceed the Allocation Limit, then the Servicer shall not reinvest, but shall make a mandatory prepayment pursuant to Section 1.5(b); and
(II) if any of the conditions precedent to Reinvestment in clause (a), (b) and (d) of Section 5.2, subject to the proviso set forth in Section 5.2, are not satisfied, then the Servicer shall not reinvest any of such remaining Collections, but shall make a mandatory prepayment pursuant to Section 1.5(b).
(D) pay to the Borrower (x) the remaining portion of Collections not constituting Lender Allocations pursuant to clause (A) net of the amount identified as the Servicer’s Fee pursuant to clause (B) and (y) the Collections applied to Reinvestment pursuant to clause (C).
(ii) Funds Under Sale Agreement (Step 3). Upon the written request of the Administrator, on the Lender’s behalf, given at any time when (i) based on the most recent Settlement Report, the (aggregate principal amount of the Loans outstanding) would exceed the Allocation Limit, or (ii) a Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing, the Borrower shall identify all funds that under the Sale Agreement (Step 3) would be applied to repay principal of the Initial Seller Note (as defined in the Sale Agreement (Step 3)) owing to LTR LLC. The Servicer may make withdrawals of such funds only for the purposes of (i) at any time, making Reinvestments; and (ii) making mandatory prepayments of the Loans hereunder pursuant to Section 1.5. If the Collections are insufficient to make all payments required under clauses (a), (b) and (c) and the Servicer’s Fee (all of the foregoing, collectively, the “Required Amounts”), the Servicer shall immediately on any such day repay any advance made by the Borrower to the Servicer in accordance with Section 8.2(b).
(d) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1 (if permitted), the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicer’s Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts”) and the Borrower has made any Demand Advances, the Borrower shall make demand upon Quest Diagnostics for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, the Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.
(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:
(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;
(ii) if the Servicer is not the Borrower or an Affiliate thereof, to any accrued and unpaid Servicer’s Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 8.1(d);
(iii) to the Unused Fee and the Usage Fee accrued during such Settlement Period, plus any previously accrued Unused Fee and Usage Fee not paid on a prior Settlement Date;
(iv) to the payment of the principal of any Loans that are then due and owing;
(v) to other Obligations that are then due and owing;
(vi) if the Servicer is the Borrower, Quest Diagnostics or one of their respective Affiliates, to the accrued and unpaid Servicer’s Fee; and
(vii) the balance, if any, to the Borrower.
(e) If the Servicer is ever required to deliver a computation of the Cash Collateral Payment pursuant to Section 3.1(b), not later than one (1) Business Day after delivery of such computation, the Borrower shall pay to the applicable Co-Agent an amount equal to its Group’s Percentage of the Cash Collateral Payment to be invested in Permitted Investments selected by such Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d). If the Borrower lacks sufficient funds to make any such Cash Collateral Payment, in whole or in part, the Borrower shall make immediate demand upon Quest Diagnostics for payment of any Demand Advances that are then outstanding, and, upon receipt of any such shortfall amount, the Borrower shall pay each Group’s Percentage of such shortfall amount to the applicable Co-Agent for deposit into a cash collateral account to be invested in Permitted Investments selected by the applicable Co-Agent but held as Collateral for the Obligations until the next Settlement Date pending distribution in accordance with Section 3.2(d).
(f) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration pursuant to Section 10.2(a) or 10.2(b) or otherwise), the Servicer shall turn over to each of the Co-AgentsAdministrator, for distribution to the LendersLender, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date.. 10
Appears in 1 contract
Sources: Credit and Security Agreement (Lanier Worldwide Inc)