Remittances Generally All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Lender shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such Lender under the Loan Documents.
Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.
Allocation and Application of Collections Any provisions of Article 4 of the Base Indenture and the Series 2000-1 Supplement which allocate and apply Collections shall continue to apply irrespective of the issuance of the Series 1998-1 Notes. Sections 4.1 through 4.5 of the Base Indenture shall be read in their entirety as provided in the Base Indenture, provided that for purposes of the Series 1998-1 Notes, clauses (c), (d) and (e) of Section 4.2 of the Base Indenture shall be modified as permitted by Section 11.1(f) of the Base Indenture and shall read as follows:
Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
Payments Generally; Pro Rata Treatment; Sharing of Set Offs 37 Section 2.19. Lender’s Obligation to Mitigate; Replacement of Lenders 38 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 39 Section 3.01. Organization; Powers 39 Section 3.02. Authorization; Enforceability 39 Section 3.03. Governmental Approvals; No Conflicts 39 Section 3.04. Financial Statements; No Material Adverse Change 40 Section 3.05. Insurance Licenses 41 Section 3.06. Borrower’s Subsidiaries 41 Section 3.07. Litigation 41 Section 3.08. Compliance with Laws and Agreements; Foreign Asset Control Regulations 42 Section 3.09. Investment Company Status 42 Section 3.10. Taxes 42 Section 3.11. Material Agreements and Liens 42 Section 3.12. Environmental Matters 43 Section 3.13. Capitalization 43 Section 3.14. No Reliance 43 Section 3.15. ERISA 43 Section 3.16. Regulation U 43 Section 3.17. Disclosure 44 Section 3.18. Solvency 44 Section 3.19. Anti-Terrorism Requirements 44 ARTICLE 4 CONDITIONS 45 Section 4.01. Effective Date 45 Section 4.02. Conditions to Initial Utilization and Each Subsequent Utilization 47 ARTICLE 5 AFFIRMATIVE COVENANTS 47 Section 5.01. Financial Statements and Other Information 47 Section 5.02. Notice of Material Events 48 Section 5.03. Material Insurance Subsidiary Reporting 49 Section 5.04. Existence; Conduct of Business 50 Section 5.05. Payment of Obligations 50 Section 5.06. [Reserved] 51 Section 5.07. Insurance 51 Section 5.08. NAIC Ratio 51 Section 5.09. Proper Records; Rights to Inspect and Appraise 51 Section 5.10. Compliance with Laws 51 Section 5.11. Use of Proceeds 52 ARTICLE 6 NEGATIVE COVENANTS 52 Section 6.01. Debt; Certain Equity Securities 52 Section 6.02. Liens 53 Section 6.03. Fundamental Changes 54 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 55 Section 6.05. Asset Sales 55 Section 6.06. Ceded Reinsurance 55 Section 6.07. Sale and Leaseback Transactions 56 Section 6.08. Restricted Payments 56 Section 6.09. Transactions with Affiliates 56 Section 6.10. Restrictive Agreements 57 Section 6.11. Ratio of Debt to Capital 57 Section 6.12. Fixed Charge Coverage Ratio 57 Section 6.13. Consolidated Net Worth 57 Section 6.14. Amendment of Material Documents; Prepayments 57 Section 6.15. Lines of Business 58 ARTICLE 7 EVENTS OF DEFAULT 59 ARTICLE 8 THE AGENTS 61 Section 8.01. Appointment and Authorization 61 Section 8.02. Rights and Powers as a Lender 61 Section 8.03. Limited Duties and Responsibilities 61 Section 8.04. Authority to Rely on Certain Writings, Statements and Advice 62 Section 8.05. Sub-Agents and Related Parties 62 Section 8.06. Resignation; Successor Agent 62 Section 8.07. Credit Decisions by Lenders 63 Section 8.08. Agent’s Fees 63 Section 8.09 Syndication Agent, Documentation Agent, Etc. 63 Section 8.10 No Reliance on Administrative Agent’s Customer Identification Program 63 ARTICLE 9 MISCELLANEOUS 64 Section 9.01. Notices 64 Section 9.02. Waivers; Amendments 64 Section 9.03. Expenses; Indemnity; Damage Waiver 66 Section 9.04. Successors and Assigns 67 Section 9.05. USA Patriot Act 70 Section 9.06. Survival 70 Section 9.07. Counterparts; Integration; Effectiveness 70 Section 9.08. Severability 70 Section 9.09. Right of Setoff 71 Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process 71 Section 9.11. WAIVER OF JURY TRIAL 71 Section 9.12. Headings 72 Section 9.13. Confidentiality 72 Section 9.14. Interest Rate Limitation 72
Payments Generally; Pro Rata Treatment; Sharing of Set-offs (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of Revolving L/C Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of (i) principal or interest in respect of any Loan or (ii) Revolving L/C Reimbursement Obligations shall in each case be made in U.S. Dollars. All payments of other amounts due hereunder or under any other Loan Document shall be made in U.S. Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.
Allocations Generally The Company’s profit and loss shall be allocated to the Member.
Payments Generally; Pro Rata Treatment; Sharing of Setoffs (a) Each Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees, or reimbursement of LC Disbursement or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in the currency in which such Loan is denominated, all reimbursements of any LC Disbursements shall be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other payments under each Loan Document shall be made in dollars.
Payments Generally; Pro Rata Treatment Sharing of Set-offs 40 Section 2.18. Mitigation Obligations; Replacement of Lenders 42 Section 2.19. Additional Borrowers 43 ARTICLE 3
Class Proceedings and Consolidations No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.
