Pro Rata Treatment of Payments Sample Clauses

Pro Rata Treatment of Payments. If at any time after the Agent has made a payment on account of any Letter of Credit and has received from any other Bank such Bank's Percentage of such payment, the Agent shall hold any reimbursement (in whole or in part) for such payment, any other amount received from the account party, Borrower or any other person in respect of such payment (including any payment of interest or fees, any payment under any guarantee of the obligations of the account party and any amount received by way of set-off, but excluding any funds received by the Agent from any other Bank pursuant to Section 2.02(c)(ii) hereof), any documents evidencing the right to reimbursement for such payment for the pro rata benefit of the Agent and any other Bank from whom the Agent has received such Bank's Percentage Share of such payment and shall forthwith transfer to such other Bank such other Bank's Percentage Share of such reimbursement or other amount; provided, however, that in the event that the receipt by the Agent of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned pursuant to a final order of a court of competent jurisdiction, such other Bank shall, upon demand therefor by the Agent, return to the Agent any portion thereof previously transferred by the Agent to such other Bank.
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Pro Rata Treatment of Payments. If at any time insufficient funds are received by and available to the Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, 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 and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
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Pro Rata Treatment of Payments. Each payment of principal of the Loans shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amount of the Loans held by the Lenders, and each payment of interest on the Loans shall be made for account of the Lenders pro rata in accordance with the amounts of interest due and payable to the respective Lenders.
Sample 1
Pro Rata Treatment of Payments. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by the relevant Lenders; and (ii) each payment of interest on Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders. 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 participations and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations; pro- vided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.
Sample 1
Pro Rata Treatment of Payments. If at any time after the Agent has made a payment on account of any Letter of Credit and has received from a Bank such Bank's portion of such payment, the Agent shall hold any reimbursement (in whole or in part) for such payment and any other amount received from the Borrower in respect of such payment (but excluding any funds received by the Agent from any other Bank pursuant to this subsection (ii) of this Section 2.20(d)(2)), any documents evidencing the right to reimbursement for such payment, and any security therefor for the pro rata benefit of the Agent and any other Bank from whom the Agent has received such Bank's portion of such payment and shall forthwith transfer to such other Bank such other Bank's applicable percentage of such reimbursement or other amount; provided, however, that in the event that the receipt by the Agent of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned pursuant to a final order of a court of competent jurisdiction, such other Bank shall, upon demand therefor by the Agent, return to the Agent any portion thereof previously transferred by the Agent to such other Bank.
Sample 1

Related to Pro Rata Treatment of Payments

  • Pro Rata Treatment and Payments (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

  • 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

  • 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

  • Pro Rata Treatment Except to the extent otherwise provided herein:

  • Treatment of Payments Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with the Executive’s written consent (which consent shall not be unreasonably withheld) (the “Accounting Firm”) shall determine that any payment or benefit received or to be received by the Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then the Accounting Firm shall determine if the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which the Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(a), the above tax amounts shall be determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to the Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that the Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then the Executive shall retain all of the Total Payments.

  • Payments Generally; Pro Rata Treatment; Sharing of Set Offs 37 Section 2.19. Lender’s Obligation to Mitigate; Replacement of Lenders 38 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 39 Section 3.01. Organization; Powers 39 Section 3.02. Authorization; Enforceability 39 Section 3.03. Governmental Approvals; No Conflicts 39 Section 3.04. Financial Statements; No Material Adverse Change 40 Section 3.05. Insurance Licenses 41 Section 3.06. Borrower’s Subsidiaries 41 Section 3.07. Litigation 41 Section 3.08. Compliance with Laws and Agreements; Foreign Asset Control Regulations 42 Section 3.09. Investment Company Status 42 Section 3.10. Taxes 42 Section 3.11. Material Agreements and Liens 42 Section 3.12. Environmental Matters 43 Section 3.13. Capitalization 43 Section 3.14. No Reliance 43 Section 3.15. ERISA 43 Section 3.16. Regulation U 43 Section 3.17. Disclosure 44 Section 3.18. Solvency 44 Section 3.19. Anti-Terrorism Requirements 44 ARTICLE 4 CONDITIONS 45 Section 4.01. Effective Date 45 Section 4.02. Conditions to Initial Utilization and Each Subsequent Utilization 47 ARTICLE 5 AFFIRMATIVE COVENANTS 47 Section 5.01. Financial Statements and Other Information 47 Section 5.02. Notice of Material Events 48 Section 5.03. Material Insurance Subsidiary Reporting 49 Section 5.04. Existence; Conduct of Business 50 Section 5.05. Payment of Obligations 50 Section 5.06. [Reserved] 51 Section 5.07. Insurance 51 Section 5.08. NAIC Ratio 51 Section 5.09. Proper Records; Rights to Inspect and Appraise 51 Section 5.10. Compliance with Laws 51 Section 5.11. Use of Proceeds 52 ARTICLE 6 NEGATIVE COVENANTS 52 Section 6.01. Debt; Certain Equity Securities 52 Section 6.02. Liens 53 Section 6.03. Fundamental Changes 54 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 55 Section 6.05. Asset Sales 55 Section 6.06. Ceded Reinsurance 55 Section 6.07. Sale and Leaseback Transactions 56 Section 6.08. Restricted Payments 56 Section 6.09. Transactions with Affiliates 56 Section 6.10. Restrictive Agreements 57 Section 6.11. Ratio of Debt to Capital 57 Section 6.12. Fixed Charge Coverage Ratio 57 Section 6.13. Consolidated Net Worth 57 Section 6.14. Amendment of Material Documents; Prepayments 57 Section 6.15. Lines of Business 58 ARTICLE 7 EVENTS OF DEFAULT 59 ARTICLE 8 THE AGENTS 61 Section 8.01. Appointment and Authorization 61 Section 8.02. Rights and Powers as a Lender 61 Section 8.03. Limited Duties and Responsibilities 61 Section 8.04. Authority to Rely on Certain Writings, Statements and Advice 62 Section 8.05. Sub-Agents and Related Parties 62 Section 8.06. Resignation; Successor Agent 62 Section 8.07. Credit Decisions by Lenders 63 Section 8.08. Agent’s Fees 63 Section 8.09 Syndication Agent, Documentation Agent, Etc. 63 Section 8.10 No Reliance on Administrative Agent’s Customer Identification Program 63 ARTICLE 9 MISCELLANEOUS 64 Section 9.01. Notices 64 Section 9.02. Waivers; Amendments 64 Section 9.03. Expenses; Indemnity; Damage Waiver 66 Section 9.04. Successors and Assigns 67 Section 9.05. USA Patriot Act 70 Section 9.06. Survival 70 Section 9.07. Counterparts; Integration; Effectiveness 70 Section 9.08. Severability 70 Section 9.09. Right of Setoff 71 Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process 71 Section 9.11. WAIVER OF JURY TRIAL 71 Section 9.12. Headings 72 Section 9.13. Confidentiality 72 Section 9.14. Interest Rate Limitation 72

  • 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 Generally; Pro Rata Treatment; Sharing of Set-offs (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of Revolving L/C Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, 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 to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 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 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 of (i) principal or interest in respect of any Loan or (ii) Revolving L/C Reimbursement Obligations shall in each case be made in U.S. Dollars. All payments of other amounts due hereunder or under any other Loan Document shall be made in U.S. Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

  • Payments Generally; Pro Rata Treatment; Sharing of Setoffs (a) Each Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees, or reimbursement of LC Disbursement or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff 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 such account as may be specified by the Administrative Agent, except payments to be made directly to any Issuing Bank or Swingline Lender shall be made as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. 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 (other than payments on the Eurocurrency Loans) under any Loan Document 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. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period of such extension. All payments or prepayments of any Loan shall be made in the currency in which such Loan is denominated, all reimbursements of any LC Disbursements shall be made in dollars, all payments of accrued interest payable on a Loan or LC Disbursement shall be made in dollars, and all other payments under each Loan Document shall be made in dollars.

  • Payments Pro Rata Treatment Sharing of Set Offs Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 53 Section 4.02 Presumption of Payment by the Borrower 54 Section 4.03 Certain Deductions by the Administrative Agent 54 Section 4.04 Disposition of Proceeds 54 Article V

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