Common use of Payments Generally; Pro Rata Treatment Clause in Contracts

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.

Payments Generally; Pro Rata Treatment. (a) The Borrower Company shall make each payment required to be made by it hereunder and under the Notes(whether of principal, regardless interest, fees, reimbursement of LC Disbursements or of any right of counterclaim amounts under Section 2.13, 2.14 or setoff2.15, not later than 11:00 a.m. (or otherwise) prior to 12:00 Noon, New York City time) , on the day date when due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, with payments being without set-off or counterclaim. Any amounts received by the Administrative Agent after such time being on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business DayDay for purposes of calculating interest thereon. The 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 like funds to be distributed (i) if such like funds relating to the payment by (or for the account of) the Borrower is in respect 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 Obligation then amounts (other than amounts payable hereunder and under pursuant to Sections 2.04(f), 2.13, 2.14, 2.15 or 9.03) (according to the Notes Lenders’ respective Commitments) to more than one Lender, to such the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with lending offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such Lenders any Lender to the Administrative Agent, and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation Administrative Agent then payable hereunder shall cause like funds to one Lender, be distributed to such Lender for the account of its Applicable Lending Officeapplicable lending office, in each case to be applied in accordance with the terms of this AgreementAgreement or any Note. 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 The Administrative Agent shall make all 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, however, that in the event that the Maturity Date shall be on a day that is not a Business Day, any payment due on the Maturity Date shall be due on the immediately preceding Business Day. All payments hereunder and under the Notes shall be made 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 themselvesdollars.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 2:00 p.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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided, that with respect to any prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Defaulting Lender were zero until such time as the proportion (expressed as a fraction) of the principal amount outstanding of all Advances owed to each Lender (including Defaulting Lenders) is equal to the Pro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(e), 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 Party 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.

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 New Money Lender Agent (or, in the case of any payment pursuant to Sections 2.06 and 2.07, the Borrower shall pay to the Intercreditor Agent for the account of the New Money Lender Agent) at the Administrative New Money Lender Agent’s 's Account in immediately available funds, with payments being received by the Administrative New Money Lender Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative New Money Lender 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 New Money Lender, to such New Money Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such New Money 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 New Money Lender, to such New Money 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 New Money Lender Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the New Money 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 2:00 p.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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderNotes, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided, that with respect to any optional or mandatory prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Defaulting Lender were zero until such time as the proportion (expressed as a fraction) of the principal amount outstanding of all Advances owed to each Lender (including Defaulting Lenders) is equal to the Pro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 2:00 p.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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender 44 AESC Credit Agreement Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided, that with respect to any optional or mandatory prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Defaulting Lender were zero until such time as the proportion (expressed as a fraction) of the principal amount outstanding of all Advances owed to each Lender (including Defaulting Lenders) is equal to the Pro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, Monongahela Power Company Credit Agreement recoupment or setoff, not later than 11:00 a.m. 2:00 p.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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement; provided, that with respect to any optional or mandatory prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Defaulting Lender were zero until such time as the proportion (expressed as a fraction) of the principal amount outstanding of all Advances owed to each Lender (including Defaulting Lenders) is equal to the Pro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under any Financing Document to which the NotesBorrower is a party (unless specifically provided otherwise in such Financing Document) owing to any Lender, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment 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 '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(d9.07(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.

Payments Generally; Pro Rata Treatment. (ai) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 2:00 pm (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 the payment by (or for the 50 AESC Amended and Restated Credit Agreement account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party 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(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 12:00 noon (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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party 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(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower shall make each payment hereunder hereunder, under the Notes and under the Notesany Financing Document owing to any Lender Party, regardless of in full, and without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or setoff, not later than 11:00 a.m. 12:00 noon (New York City time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent’s '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 the payment by (or for the account of) the Borrower is in respect of principal, interest interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one LenderLender Party, to such Lenders Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Lender Parties and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one LenderLender Party, to such Lender Party 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(d8.07(e), 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 Party 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.

Payments Generally; Pro Rata Treatment. (a) The Borrower Issuer shall make each payment required to be made by it hereunder (whether of principal, interest or of amounts payable under Section 3.6, 3.8 or 9.3(d), or otherwise) and under the NotesNotes prior to 11:00 AM, regardless of any right of counterclaim or setoff, not later than 11:00 a.m. (New York City time) , on the day date when due due, in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, with without set-off or counterclaim. All such payments being received by shall be made to the Administrative Agent after such time being deemed to have been received on at the next succeeding Business DayAgent's Account in same day funds. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by (or for the account of) the Borrower Issuer is in respect of principal, interest interest, or any other Obligation then payable hereunder and under the Notes to more than one LenderHolder, to such Lenders Holders for the account of their respective Applicable Lending Offices Holder Addresses ratably in accordance with the amounts of such respective Obligations then payable to such Lenders Holders and (ii) if such payment by (or for the account of) the Borrower Issuer is in respect of any Obligation then payable hereunder to one LenderHolder, to such Lender Holder for the account of its Applicable Lending OfficeHolder Address, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance receipt of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.4(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 Holder 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.