Pro Rata Treatment Except to the extent otherwise provided herein:
Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;
Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."
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
Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.
Payments Generally; Pro Rata Treatment; Sharing of Set Off 4951 Section 2.16 Mitigation Obligations; Replacement of Lenders 5052 Section 2.17 Defaulting Lenders 5153 Section 2.18 Incremental Facility 5355 Section 2.19 Extension of the Maturity Date 5557 Section 2.20 Letters of Credit. 5658 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 6264 Section 3.01 Organization; Powers 6264 Section 3.02 Authorization; Enforceability 6264 Section 3.03 Governmental Approvals; No Conflicts 6264 Section 3.04 Financial Condition; No Material Adverse Change 6365 Section 3.05 Properties 6365 Section 3.06 Litigation and Environmental Matters 6365 Section 3.07 Compliance with Laws and Agreements; No Default 6466 Section 3.08 Investment Company Status 6466 Section 3.09 Margin Stock 6466 Section 3.10 Taxes 6466 Section 3.11 ERISA 6466 Section 3.12 Disclosure 6567 Section 3.13 Subsidiaries 6668 Section 3.14 Solvency 6668 Section 3.15 Anti-Terrorism Law 6668 Section 3.16 FCPA; Sanctions 6769 Section 3.17 Collateral Matters 6770 Section 3.18 Beneficial Ownership Certification 6870 ARTICLE 4 CONDITIONS 6870 Section 4.01 Effective Date 6870 Section 4.02 Each Credit Event 7072 ARTICLE 5 AFFIRMATIVE COVENANTS 7073 Section 5.01 Financial Statements; Ratings Change and Other Information 7073 Section 5.02 Notices of Material Events 7274 Section 5.03 Existence; Conduct of Business 7375 Section 5.04 Payment of Taxes and Other Claims 7375 Section 5.05 Maintenance of Properties; Insurance 7375 Section 5.06 Books and Records; Inspection Rights 7375 Section 5.07 ERISA-Related Information 7476 Section 5.08 Compliance with Laws and Agreements 7476 Section 5.09 Use of Proceeds 7476 Section 5.10 Additional Guarantors; Additional Collateral 7477 Section 5.11 Holdings 7678 Section 5.12 Post-Closing 7678 ARTICLE 6 NEGATIVE COVENANTS 7679 Section 6.01 Indebtedness 7779 Section 6.02 Liens 7880 Section 6.03 Fundamental Changes 8082 Section 6.04 Use of Proceeds 8183 Section 6.05 Minimum Liquidity 8183 Section 6.06 Restricted Repayments 8183 Section 6.07 Junior Debt Prepayments 8284 ARTICLE 7 EVENTS OF DEFAULT 8385 Section 7.01 Events of Default 8385 Section 7.02 Application of Funds 8587 ARTICLE 8 THE AGENTS 8688 Section 8.01 Appointment of the Administrative Agent 8688 Section 8.02 Powers and Duties 8789 Section 8.03 General Immunity 8789 Section 8.04 Administrative Agent Entitled to Act as Lender 8991 Section 8.05 Lenders’ Representations, Warranties and Acknowledgment 8991 Section 8.06 Right to Indemnity 8992 Section 8.07 Successor Administrative Agent 9092 Section 8.08 Guaranty 9193 Section 8.09 Actions in Concert 9194 Section 8.10 Withholding Taxes 9294 Section 8.11 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 9294 Section 8.12 Intercreditor Agreements 9395 Section 8.13 Secured Cash Management Agreements and Secured Hedge Agreements 9395 ARTICLE 9 MISCELLANEOUS 9397 Section 9.01 Notices 9397 Section 9.02 Waivers; Amendments 97101 Section 9.03 Expenses; Indemnity; Damage Waiver 99103 Section 9.04 Successors and Assigns 101104 Section 9.05 Survival 105109 Section 9.06 Counterparts; Integration; Effectiveness 106109 Section 9.07 Severability 106109 Section 9.08 Right of Setoff 106109 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process 107110 Section 9.10 Waiver Of Jury Trial 107110 Section 9.11 Headings 108111 Section 9.12 Confidentiality 108111 Section 9.13 Interest Rate Limitation 109112 Section 9.14 No Advisory or Fiduciary Responsibility 109113 Section 9.15 Electronic Execution of Assignments and Certain Other Documents 110113 Section 9.16 USA XXXXXXX Xxx 000000 Section 9.17 Release of Guarantors; Release of Collateral 110114 Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 112115 Schedules Schedule 2.01 Lenders, Revolving Commitments and Letter of Credit Issuer Sublimit Schedules to the Disclosure Letter Schedule 3.11 Plans Schedule 3.13 Capitalization Schedule 6.01 Specified Indebtedness Schedule 6.02 Existing Liens Exhibits Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D-1 Form of Revolving Note Exhibit D-2 [Reserved] Exhibit E-1 Form of Guaranty Exhibit E-2 Form of Holdings Guaranty Exhibit F Form of Compliance Certificate Exhibit G [Reserved] Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit H-2 Form of U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate REVOLVING CREDIT AGREEMENT dated as of June 26, 2015 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and XXXXXX XXXXXXX SENIOR FUNDING, INC., as the Administrative Agent. The Borrower (such term and each other capitalized term used and not otherwise defined in these recitals having the meaning assigned to it in Article 1), has requested the Lenders to make Loans to the Borrower on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date. The proceeds of borrowings hereunder, together with the issuance of any letter of credit, are to be used for the purposes described in Section 5.09. The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, for valuable consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.
Pro Rata Treatment of Lenders Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal, interest, Commitment Fees and Letter of Credit Fees (but excluding the Administrative Agent’s Fee and the Issuing Lender’s fronting fee) shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights] in the case of an event specified in Section 4.4 [LIBOR Rate Unascertainable; Etc.], 5.6.2 [Replacement of a Lender] or 5.8 [Increased Costs]) be payable ratably among the Lenders entitled to such payment in accordance with the amount of principal, interest, Commitment Fees, Facility Fees and Letter of Credit Fees, as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Section 2.5.5 [Borrowings to Repay Swing Loans].
Payments Pro Rata Treatment Computations Etc 28 Section 4.01 Payments..............................................................................28 Section 4.02 Pro Rata Treatment....................................................................28 Section 4.03 Computations..........................................................................29 Section 4.04 Non-receipt of Funds by the Administrative Agent......................................29 Section 4.05 Set-off, Sharing of Payments, Etc.....................................................29 Section 4.06 Taxes.................................................................................30
