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 50 SECTION 2.18 Mitigation of Obligations; Replacement of Lenders 5251 SECTION 2.19 Defaulting Lenders 5352 SECTION 2.20 Cash Collateral 5554 SECTION 2.21 Accordion Facilities 55 SECTION 2.22 Benchmark Replacement 56 ARTICLE III CONDITIONS PRECEDENT 5657 SECTION 3.01 Conditions Precedent to the Closing Date 5657 SECTION 3.02 Conditions Precedent to Each Credit Event 58 ARTICLE IV REPRESENTATIONS AND WARRANTIES 5859 SECTION 4.01 Organization and Qualification 5859 i Revolving Credit Facility SECTION 4.02 Authorization, Validity, Etc 59 SECTION 4.03 Governmental Consents, Etc 59 SECTION 4.04 No Breach or Violation of Agreements or Restrictions, Etc 5960 SECTION 4.05 Properties 5960 SECTION 4.06 Litigation and Environmental Matters 5960 SECTION 4.07 Financial Statements 60 SECTION 4.08 Disclosure 6061 SECTION 4.09 Investment Company Act 61 SECTION 4.10 ERISA 61 SECTION 4.11 Tax Returns and Payments 6061 SECTION 4.12 Compliance with Laws and Agreements 6061 SECTION 4.13 Purpose of Loans 6061 SECTION 4.14 Foreign Assets Control Regulations, etc. 62 SECTION 4.15 Solvency. 6263 ARTICLE V AFFIRMATIVE COVENANTS 6263 SECTION 5.01 Financial Statements and Other Information 6263 SECTION 5.02 Existence, Conduct of Business 6465 SECTION 5.03 Payment of Obligations 65 SECTION 5.04 Maintenance of Properties; Insurance 65 SECTION 5.05 Books and Records; Inspection Rights 6566 SECTION 5.06 Compliance with Laws 6566 SECTION 5.07 Use of Proceeds 66 SECTION 5.08 Additional Guarantors 66 ARTICLE VI NEGATIVE COVENANTS 66 SECTION 6.01 Indebtedness of Non-Guarantor Subsidiaries 66 SECTION 6.02 Liens 67 SECTION 6.03 Fundamental Changes 6768 SECTION 6.04 Restricted Payments 68 SECTION 6.05 Transactions with Affiliates 68 SECTION 6.06 Restrictive Agreements 69 SECTION 6.07 Ratio of Consolidated Net Indebtedness to Consolidated EBITDA 6970 SECTION 6.08 Use of Proceeds 6970 ARTICLE VII EVENTS OF DEFAULT 6970 SECTION 7.01 Events of Default and Remedies 6970 ARTICLE VIII THE ADMINISTRATIVE AGENT 72 SECTION 8.01 Appointment and Authority 72 ii Revolving Credit Facility SECTION 8.02 Rights as a Lender 72 SECTION 8.03 Exculpatory Provisions 7273 SECTION 8.04 Reliance by Administrative Agent 73 SECTION 8.05 Delegation of Duties 7374 SECTION 8.06 Resignation of Administrative Agent 7374 SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders 7475 SECTION 8.08 INDEMNIFICATION 75 SECTION 8.09 No Reliance on Agents or other Lenders 7576 SECTION 8.10 Duties of the ...
Payments Generally; Pro Rata Treatment. (a) The Company shall make each payment required to be made by it hereunder (whether of principal, interest, fees, reimbursement of LC Disbursements or of any amounts 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 to be credited to the Administrative Agent’s Account (other than any amounts expressly stated herein or in the Fee Letter to be payable to GSMC, which payments shall be made by the Company to GSMC). All payments made by the Company to the Administrative Agent or the Issuing Bank as provided herein or in any Note shall be deemed received by the Lenders or the Issuing Bank for all purposes as between the Lenders or the Issuing Bank and the Company. With respect to payments to be made to the Issuing Bank, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or other amounts to the Issuing Bank. Promptly after any such payment, the Issuing Bank or the Administrative Agent (as the case may be) will cause to be distributed like funds relating to the payment of principal or interest or other amounts (other than amounts payable pursuant to Sections 2.04(f), 2.13, 2.14, 2.15 or 9.03) (according to the Lenders’ respective Commitments) to the Lenders for the account of their respective lending offices, and like funds relating to the payment of any other amount payable to any Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to such Lender for the account of its applicable lending office, in each case to be applied in accordance with the terms of this Agreement or any Note. 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; provided, howe...
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) Each Account Party shall make each payment required to be made by it hereunder (whether reimbursement of LC Disbursements, principal of or interest on the Loans, fees, amounts under Article VIII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) prior to 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. Credit Agreement
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 or fees, or of amounts payable under Sections 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 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 account of the Agent most recently designated by it for such purpose by notice to the Borrower, except that payments pursuant to Sections 2.13, 2.14 or 2.15 and 10.05 shall be made directly to the Persons entitled thereto. The 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 Dollars.
Payments Generally; Pro Rata Treatment. Sharing of Setoffs 69 Section 2.18. Mitigation Obligations; Replacement of Lenders 72 Section 2.19. Expansion Option 73 Section 2.20. Extended Commitments 75 Section 2.21. Defaulting Lenders 75 Section 2.22. LIBOR Successor Rate 77 Section 2.23. Illegality 79
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
