Payments Generally; Pro Rata Treatment Sample Clauses

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 0000 Xxxxx Xxxx, Ops III, New Castle, DE 19720, 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 (including, subject to the terms of the Collateral Trust Agreement or any Intercreditor Agreement, any payment received from the sale or disposal of Collateral pursuant to any Collateral Document) 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. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, such funds shall be applied, subject to the terms of the Collateral Trust Agreement or any Intercreditor Agreement, as applicable, (i) first, towards payment of Fees and expenses then due under Sections 2.19 and 10.04 payable to each Agent and any trustee appointed pursuant to Section 8.01(d), to the extent applicable, (ii) second, towards payment of Fees and expenses then due under Sections 2.20, 2.21 and 10.04 payable to the Lenders and the Issuing Lenders and towards payment of interest then due on account of the Revolving Loans, Term Loans and Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of such Fees and expens...

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

Payments Generally; Pro Rata Treatment. Sharing of Set-offs.

Payments Generally; Pro Rata Treatment. Sharing of Set-offs; Agent’s Clawback 63 Section 2.16. Mitigation Obligations; Replacement of Lenders 65 Section 2.17. Incremental Commitments 65 Section 2.18. Defaulting Lenders 69 Section 2.19. Extensions of Loans and Commitments 70 Section 2.20. Refinancing Amendments 72 ARTICLE IIIRepresentations and Warranties Section 3.01. Organization 76 Section 3.02. Authorization; Enforceability 76 Section 3.03. Governmental Approvals; No Conflicts 76 Section 3.04. Financial Statements; No Material Adverse Change 77 Section 3.05. Properties 77 Section 3.06. Litigation and Environmental Matters 78 Section 3.07. Compliance with Laws 78 Section 3.08. Intellectual Property 78 Section 3.09. Investment Company Status 78 Section 3.10. Taxes 78 Section 3.11. ERISA 78 Section 3.12. Labor Matters 79 Section 3.13. Insurance 79 Section 3.14. Solvency 79 Section 3.15. Subsidiaries 79 Section 3.16. Disclosure 79 Section 3.17. Federal Reserve Regulations 80 Section 3.18. Use of Proceeds 80 Section 3.19. Anti-Corruption Laws; Sanctions 80 Section 3.20. Security Documents 80 ARTICLE IVConditions Section 4.01. Effective Date 81 Section 4.02. Each Credit Event After the Effective Date 83 ARTICLE VAffirmative Covenants Section 5.01. Financial Statements and Other Information 84 Section 5.02. Notices of Material Events 85 Section 5.03. Information Regarding Collateral 86 Section 5.04. Existence; Conduct of Business 86 Section 5.05. Payment of Taxes 86 Section 5.06. Maintenance of Properties 86 Section 5.07. Insurance 86 Section 5.08. Books and Records; Inspection and Audit Rights 87 Section 5.09. Compliance with Laws 88 Section 5.10. Use of Proceeds 88 Section 5.11. Further Assurances 88 Section 5.12. Maintenance of Ratings 89 Section 5.13. Certain Post-Closing Obligations 89 ARTICLE VINegative Covenants Section 6.01. Indebtedness 89 Section 6.02. Liens 92 Section 6.03. Fundamental Changes 94 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 95 Section 6.05. Asset Sales, etc. 97 Section 6.06. Restricted Payments; Certain Payments in Respect of Indebtedness 98 Section 6.07. Transactions with Affiliates 101 Section 6.08. Restrictive Agreements 101 Section 6.09. Change in Fiscal Year 102 Section 6.10. Constitutive Documents; Junior Debt Documents 102 ARTICLE VIIEvents of Default and Remedies Section 7.01. Events of Default 102 ARTICLE VIIIThe Agents Section 8.01. Appointment 104 Section 8.02. Exculpatory Provisions 105 Section 8.03. Reliance by Agents 105 Section 8....

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder and under the Notes, regardless of any right of counterclaim or setoff, not later than 11:00 a.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 such payment by (or for the account of) the Borrower is in respect of principal, interest or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one Lender, 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. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), 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 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. (b) The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts (other than any Pledged Account or the Controlled Accounts) with such Lender or such Affiliate any amount so due. (c) All computations of interest based on the Base Rate or the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for...

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

Payments Generally; Pro Rata Treatment. Sharing of Set-offs 57 Section 4.02 Presumption of Payment by the Borrower 58

Payments Generally; Pro Rata Treatment. Sharing of Set-offs 65 Section 2.19 Mitigation Obligations; Replacement of Lenders 67 Section 2.20 Increase in Revolving Facility Commitments; Incremental Term Loan Commitments 68 Section 2.21 Illegality 70 Section 2.22 Defaulting Lenders 70

Payments Generally; Pro Rata Treatment. Sharing of Set-offs 58 Section 2.18. Mitigation Obligations; Replacement of Lenders 60 Section 2.19. Release of Security Interest in Assets Being Sold 60 Section 2.20. Increase In Commitments 60 Section 2.21. Defaulting Lenders 62

Payments Generally; Pro Rata Treatment. Sharing Of Set-offs...................... 65 Section 2.15. Mitigation Obligations; Replacement Of Lenders................................... 67