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
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, pursuant to wire instructions to be provided by the Administrative Agent, except payments to be made directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15 and 10.04 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 shall be made in U.S. Dollars.
Payments Generally; Pro Rata Treatment. Sharing of Set-offs.
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 68 Section 4.02 Presumption of Payment by the Borrower 69 Section 4.03 Certain Deductions by the Administrative Agent 69 Section 4.04 Disposition of Proceeds 70 ARTICLE VINCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES Section 5.01 Increased Costs 70 Section 5.02 Break Funding Payments 71 Section 5.03 Taxes 72 Section 5.04 Mitigation Obligations; Replacement of Lenders 75 ARTICLE VICONDITIONS PRECEDENT Section 6.01 Effective Date 76 Section 6.02 Each Credit Event 80 ARTICLE VIIREPRESENTATIONS AND WARRANTIES Section 7.01 Organization; Powers 81 Section 7.02 Authority; Enforceability 82 Section 7.03 Approvals; No Conflicts 82 Section 7.04 Financial Condition; No Material Adverse Change 82 Section 7.05 Litigation 83 Section 7.06 Environmental Matters 83 Section 7.07 Compliance with the Laws and Agreements; No Defaults or Borrowing Base Deficiency 85 Section 7.08 Investment Company Act 85 Section 7.09 Taxes 85 Section 7.10 ERISA 85 Section 7.11 Disclosure; No Material Misstatements 86 Section 7.12 Insurance 86 Section 7.13 Restriction on Liens 87 Section 7.14 Subsidiaries 87 Section 7.15 Location of Business and Offices 87 Section 7.16 Properties; Titles, Etc 87 Section 7.17 Maintenance of Properties 88 Section 7.18 Gas Imbalances, Prepayments 89 Section 7.19 Marketing of Production 89 Section 7.20 Swap Agreements and Qualified ECP Guarantor 89 Section 7.21 Use of Loans and Letters of Credit 90 Section 7.22 Solvency 90 Section 7.23 Anti-Corruption Laws 90 Section 7.24 Sanctions 90 Section 7.25 OP International. 90 Section 7.26 EEA Financial Institutions 90 Section 7.27 DevCo Properties 91 Section 7.28 FERC 92 Section 7.29 State Regulation 93 Section 7.30 Title to Refined Products 93 Section 7.31 Beneficial Ownership Certification 93 ARTICLE VIIIAFFIRMATIVE COVENANTS Section 8.01 Financial Statements; Other Information 93 Section 8.02 Notices of Material Events 97 Section 8.03 Existence; Conduct of Business 97 Section 8.04 Payment of Obligations 98 Section 8.05 Performance of Obligations under Loan Documents 98 Section 8.06 Operation and Maintenance of Properties 98 Section 8.07 Insurance 99 Section 8.08 Books and Records; Inspection Rights 99 Section 8.09 Compliance with Laws 99 Section 8.10 Environmental Matters 100 Section 8.11 Reserve Reports 101 Section 8.12 Title Information 103 Section 8.13 Additional Collateral; Additional Guarantors 103 Section 8.14 ERISA Compliance 104 Section 8.15 DevCo Properties 105 Section 8.16 Marketing Activiti...
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 (noon), New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at such account in New York, New York as the Administrative Agent shall from time to time specify by notice, except that payments pursuant to Sections 2.10(b), 2.10(c), 2.13, 2.14, 2.15 and 9.03 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 under this Agreement 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 under this Agreement shall be made in Dollars.
Payments Generally; Pro Rata Treatment. (a) The Company shall make or cause to be made each payment required to be made by it hereunder (whether principal of or interest on the Term Loan, fees, amounts under Article VIII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 10.03 and Article VIII shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for 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 Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars.
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder, under the Notes and under any Financing Document owing to any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. (New York City time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if the payment by (or for the account of) the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided, that with respect to any prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Defaulting Lender were zero until such time as the proportion (expressed as a fraction) of the principal amount outstanding of all Advances owed to each Lender (including Defaulting Lenders) is equal to the Pro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under Section 2.11 or Section 2.12, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date shall 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 pursuant to wire instructions to be provided by the Administrative Agent, except that payments pursuant to Sections 2.11 and 10.04 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 shall be made in U.S. Dollars.
Payments Generally; Pro Rata Treatment. Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, or of amounts payable under Sections 2.12, 2.15 or 2.16, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673), (Continental Airlines, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673). 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 such extension of time shall be included in computing interest, if any, in connection with such payment. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the...
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 49 Section 2.21. Letters of Credit 50 Section 2.22. Increase of Commitments; Additional Lenders 54 Section 2.23. Mitigation of Obligations 56 Section 2.24. Replacement of Lenders 56 Section 2.25. Defaulting Lenders 57 ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT 60
