Payments Generally; Pro Rata Treatment Clause Samples
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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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, 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.
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 28 SECTION 2.16. Mitigation Obligations; Replacement of Lenders 29
SECTION 3.01. Corporate Existence and Power 31 SECTION 3.02. Corporate and Governmental Authorization; No Contravention 31 SECTION 3.03. Binding Effect 31 SECTION 3.04. Financial Information 31 SECTION 3.05. Litigation and Environmental Matters 31 SECTION 3.06. Subsidiaries 32 SECTION 3.07. Not an Investment Company 32 SECTION 3.08. ERISA 32 SECTION 3.09. Taxes 33 SECTION 3.10. Disclosure 33 SECTION 4.01. Effective Date 33 SECTION 4.02. Each Credit Event 34 SECTION 5.01. Information 35 SECTION 5.02. Maintenance of Properties 36 SECTION 5.03. Maintenance of Insurance 37 SECTION 5.04. Preservation of Corporate Existence 37 SECTION 5.05. Inspection of Property, Books and Records 37 SECTION 5.06. Fixed Charge Coverage Ratio 37 SECTION 5.07. Debt to Consolidated EBITDAR 37 SECTION 5.08. Limitations on Liens 38 SECTION 5.09. Compliance with Laws 38 SECTION 5.10. Limitations on Subsidiary Indebtedness 39 SECTION 5.11. Transactions with Affiliates 39 SECTION 5.12. Consolidations, Mergers and Sales of Assets 39 SECTION 5.13. Use of Proceeds 40 SECTION 5.14. Term Loan Credit Agreement 40 SECTION 6.01. Events of Default 40 SECTION 6.02. Remedies 43 SECTION 6.03. Notice of Default 43 SECTION 8.01. Notices 46 SECTION 8.02. Waivers; Amendments 46 SECTION 8.03. Expenses; Indemnity; Damage Waiver 47 SECTION 8.04. Successors and Assigns. 48 SECTION 8.05. Survival 51 SECTION 8.06. Counterparts; Integration; Effectiveness 51 SECTION 8.07. Severability 52 SECTION 8.08. Right of Setoff 52 SECTION 8.09. Governing Law; Jurisdiction; Consent to Service of Process 52 SECTION 8.10. WAIVER OF JURY TRIAL 53 SECTION 8.11. Headings 53 SECTION 8.12. Confidentiality 53 SECTION 8.13. Interest Rate Limitation 54 SECTION 8.14. Collateral 54 SECTION 8.15. USA Patriot Act 54 Schedule 2.01 — Commitments Schedule 3.05 — Disclosed Matters Schedule 5.08 — Existing Liens EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B-1 — Form of Opinion of Borrower’s Counsel Exhibit B-2 — Form of Opinion of General Counsel BRIDGE CREDIT AGREEMENT dated as of October 6, 2004 among LIMITED BRANDS, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, as Administrative Agent. The parties hereto agree as follows:
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. (a) The Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.14 or 2.15, or otherwise) prior to 3:00 p.m., 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, pursuant to wire instructions to be provided by the Administrative Agent, except that payments pursuant to Sections 2.14, 2.15 and 10.04 shall be made directly by the Borrowers 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. All payments hereunder shall be made in U.S. Dollars.
(b) [Reserved].
(c) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04, 8.04, 8.07 or 10.04(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligat...
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 38 Section 2.19. Mitigation Obligations; Replacement of Lenders 39 Section 2.20. Increase in Revolving Facility Commitments; Incremental Term Loan Commitments 39 Section 2.21. Illegality 41 Section 2.22. Defaulting Lenders 41 Section 3.01. Organization; Powers 42 Section 3.02. Authorization 43 Section 3.03. Enforceability 43 Section 3.04. Governmental Approvals 43 Section 3.05. Financial Statements 43 Section 3.06. No Material Adverse Effect 43
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 45 Section 4.02 Presumption of Payment by the Borrower 4646 Section 4.03 Certain Deductions by the Administrative Agent 4646 Section 4.04 Disposition of Proceeds 4646 Section 5.01 Increased Costs 46 Section 5.02 Break Funding Payments 47 Section 5.03 Taxes 4848 Section 5.04 Mitigation Obligations 51 Section 5.05 Illegality 5252
Payments Generally; Pro Rata Treatment. Sharing of Set-offs 6369 Section 4.02 Presumption of Payment by the Borrower 6470 Section 4.03 Disposition of Proceeds 6470
Payments Generally; Pro Rata Treatment. 36 SECTION 2.20 Mitigation Obligations; Replacement of Lenders........................... 38 SECTION 2.21 Certain Fees............................................................. 38 SECTION 2.22 Commitment Fee........................................................... 38 SECTION 2.23 Letter of Credit Fees.................................................... 39