Payments Generally; Pro Rata Treatment; Sharing of Set Sample Clauses
The "Payments Generally; Pro Rata Treatment; Sharing of Set" clause establishes the rules for how payments are distributed among multiple lenders or creditors under an agreement. It typically requires that any payments received from the borrower are allocated proportionally to each lender based on their respective shares of the outstanding debt, ensuring no lender is unfairly favored. Additionally, if any lender receives more than its share, mechanisms are put in place for sharing or redistributing such excess payments among all lenders. This clause's core function is to ensure fairness and equality among lenders, preventing any one party from receiving preferential treatment or an undue advantage in the payment process.
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Payments Generally; Pro Rata Treatment; Sharing of Set. (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 Sections 2.12, 2.13 or 2.14, 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 its Principal Office and except that payments pursuant to Sections 2.12, 2.13 or 2.14 and Section 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 or performance hereunder shall be due on a day that is not a Business Day, the date for payment or performance 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 amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other applicable Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the applicable Loans of other applicable Lenders to the extent necessary so that the benefit of all such payments shall be shared by the applicable Lenders ratably in accordance with...
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 3.02 Authorization; Enforceability 6264 Section 3.03 Governmental Approvals; No Conflicts 6264 Section 3.05 Properties 6365 Section 3.06 Litigation and Environmental Matters 6365 Section 3.11 ERISA 6466 Section 3.12 Disclosure 6567 Section 3.16 FCPA; Sanctions 6769 Section 3.17 Collateral Matters 6769 Section 3.18 Beneficial Ownership Certification 6870 ARTICLE 4 CONDITIONS 6870 Section 4.01 Effective Date 6870 ARTICLE 5 AFFIRMATIVE COVENANTS 7072 Section 5.01 Financial Statements; Ratings Change and Other Information 7072 Section 5.02 Notices of Material Events 7274 Section 5.05 Maintenance of Properties; Insurance 7375 Section 5.06 Books and Records; Inspection Rights 7375 Section 5.08 Compliance with Laws and Agreements 7476 Section 5.09 Use of Proceeds 7476 Section 5.10 Additional Guarantors 7476 Section 5.12 Post-Closing 7678 ARTICLE 6 NEGATIVE COVENANTS 7678 Section 6.05 Minimum Liquidity 8183 Section 6.06 Restricted Repayments 8183 Section 6.07 Junior Debt Prepayments 8284 Section 7.02 Application of Funds 8587 ARTICLE 8 THE AGENTS 8688 Section 8.01 Appointment of the Administrative Agent 8688 Section 8.03 General Immunity 8789 Section 8.06 Right to Indemnity 8991 Section 8.07 Successor Administrative Agent. 9092 Section 8.09 Actions in Concert 9193 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 97100 Section 9.03 Expenses; Indemnity; Damage Waiver 99102 Section 9.04 Successors and Assigns 101104 Section 9.05 Survival 105108 Section 9.06 Counterparts; Integration; Effectiveness 106108 Section 9.07 Severability 106108 Section 9.08 Right of Setoff 106109
Payments Generally; Pro Rata Treatment; Sharing of Set offs 7275 SECTION 2.18. Mitigation Obligations; Replacement of Lenders 7477 SECTION 2.19. Refinancing Amendments 7577
Payments Generally; Pro Rata Treatment; Sharing of Set offs 37 Section 2.23. Letters of Credit 39 Section 2.24. Increase of Commitments; Additional Lenders 43 Section 2.25. Mitigation of Obligations 45 Section 2.26. Replacement of Lenders 45
Payments Generally; Pro Rata Treatment; Sharing of Set offs 51 Section 2.16 Mitigation Obligations; Replacement of Lenders 53 Section 2.17 Incremental Term Loan Commitments 54 Section 2.18 Defaulting Lenders 56 Section 2.19 Extensions of Loans 57 Section 2.20 Refinancing Amendments 59 Section 2.21 Illegality. 60 Section 3.01 Organization 61 Section 3.02 Authorization; Enforceability 61 Section 3.03 Governmental Approvals; No Conflicts 61 Section 3.04 Financial Statements; No Material Adverse Change 62 Section 3.05 Properties 62 Section 3.06 Litigation and Environmental Matters 62 Section 3.07 Compliance with Laws 62 Section 3.08 Intellectual Property 63 Section 3.09 Investment Company Status 63 Section 3.10 Taxes 63 Section 3.11 ERISA 63 Section 3.12 Labor Matters 63 Section 3.13 Insurance 64 Section 3.14 Solvency 64 Section 3.15 Subsidiaries 64 Section 3.16 Disclosure 64 Section 3.17 Federal Reserve Regulations 65 Section 3.18 Use of Proceeds 65 Section 3.19 Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions 65 Section 3.20 Security Documents 65 Section 3.21 Non-Loan Party Subsidiaries 66 Section 4.01 Effective Date 66
Payments Generally; Pro Rata Treatment; Sharing of Set offs 34 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 36 SECTION 2.20. Separateness 36 SECTION 2.21. Defaulting Lenders 37 ARTICLE III Representations and Warranties 38 SECTION 3.01. Organization; Powers 38 SECTION 3.02. Authorization; Enforceability 39 SECTION 3.03. Governmental Approvals; No Conflicts 39 SECTION 3.04. Financial Condition 39 SECTION 3.05. Litigation and Environmental Matters 39 SECTION 3.06. Compliance with Laws 40 SECTION 3.07. Investment Company Status 40 SECTION 3.08. Taxes 40 SECTION 3.09. ERISA 40 SECTION 3.10. Disclosure 40 SECTION 3.11. Reserved 40 SECTION 3.12. Margin Securities 40 SECTION 3.13. Anti-Corruption Laws; Sanctions Laws and Regulations 41 ARTICLE IV Conditions 41 SECTION 4.01. Effective Date 41 SECTION 4.02. Each Credit Event 43
Payments Generally; Pro Rata Treatment; Sharing of Set offs Section 2.22. [Intentionally Omitted] Section 2.23. Increase of Commitments; Additional Lenders Section 2.24. Mitigation of Obligations
Payments Generally; Pro Rata Treatment; Sharing of Set offs 83 SECTION 2.16. Mitigation Obligations; Replacement of Lenders 85 SECTION 2.17. Illegality 86 SECTION 2.18. Incremental Facilities 86 SECTION 2.19. Other Term Loans 91 SECTION 2.20. Extensions of Term Loans 91 SECTION 2.21. Repricing Event 93 SECTION 3.01. Organization; Powers 93 SECTION 3.02. Authorization 94 SECTION 3.03. Enforceability 95 SECTION 3.04. Governmental Approvals 95 SECTION 3.05. Title to Properties; Possession Under Leases 95 SECTION 3.06. Subsidiaries 96 SECTION 3.07. Litigation; Compliance with Laws 96 SECTION 3.08. Federal Reserve Regulations 97 SECTION 3.09. Investment Company Act 97 SECTION 3.10. Use of Proceeds 97 SECTION 3.11. Tax Returns 97 SECTION 3.12. No Material Misstatements 97 SECTION 3.13. Environmental Matters 98 SECTION 3.14. Security Documents 99 SECTION 3.15. Location of Real Property and Leased Premises 99 SECTION 3.16. Solvency 100 SECTION 3.17. No Material Adverse Effect 100 SECTION 3.18. Insurance 100
Payments Generally; Pro Rata Treatment; Sharing of Set offs 37 Section 4.02. Presumption of Payment by the Borrower 38 Section 4.03. Certain Deductions by the Administrative Agent 38 Section 4.04. Disposition of Proceeds 39 Section 5.01. Increased Costs 39 Section 5.02. Break Funding Payments 40 Section 5.03. Taxes 40 Section 5.04. Mitigation Obligations; Replacement of Lenders 45 Section 5.05. Illegality 46 Section 6.01. Effective Date 46 Section 6.02. Additional Conditions 51
Payments Generally; Pro Rata Treatment; Sharing of Set offs) 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 obligations are fully paid.