Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 20 contracts
Sources: Senior Secured Credit Agreement (BlackRock Private Credit Fund), Senior Secured Credit Agreement (Lord Abbett Private Credit Fund S), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Loans or participations in LC Disbursements or Swingline Loans, of such Class other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of or other such Class then due obligations greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and such other obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that:
(ia) 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 ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements L/C Obligations to any assignee or participant, other than to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 10 contracts
Sources: Credit Agreement (Whitestone REIT), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Dynatrace, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassDisbursements; provided 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 Section 4.01(c) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 4.01(c) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 6 contracts
Sources: Credit Agreement (Pedevco Corp), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Credit Agreement (Vitesse Energy, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof of the Borrower (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 6 contracts
Sources: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassDisbursements; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 6 contracts
Sources: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 6 contracts
Sources: Senior Secured Revolving Credit Agreement (Fortress Private Lending Fund), Senior Secured Revolving Credit Agreement (Bain Capital Private Credit), Senior Secured Revolving Credit Agreement (Bain Capital Private Credit)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class of Commitment 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 5 contracts
Sources: Senior Secured Revolving Credit Agreement (Blue Owl Credit Income Corp.), Senior Secured Revolving Credit Agreement (Blue Owl Credit Income Corp.), Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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, or participations in LC Disbursements or Swingline Loans, Loans of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 5 contracts
Sources: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.), Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.), Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender of a Class 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, Loans or participations its interest in LC Disbursements or Swingline Loans, any reimbursement obligations on account of such Class Letters of Credit resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations interests in LC Disbursements and Swingline Loans, reimbursement obligations and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations Loans or interests in LC Disbursements and Swingline Loans, reimbursement obligations of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations interests in LC Disbursements and Swingline Loans of such Classreimbursement obligations; provided 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 the any Borrower 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 or participations interests in LC Disbursements reimbursement obligations to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Each Borrower 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 the such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For All payments by Lenders under this paragraph (d) shall be made through the avoidance Administrative Agent, which is authorized to effect such foreign exchange transactions as it deems reasonably necessary to facilitate such payments, with the cost of doubt, any such transactions to be for the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment account of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans)applicable Borrower.
Appears in 4 contracts
Sources: Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment or Final Maturity Date 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Revolving Dollar Commitments or Revolving Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Revolving Dollar Commitments to prepay the Revolving Multicurrency Loans (without making a ratable prepayment of the Revolving Dollar Loans) or (y) with Revolving Multicurrency Commitments to prepay the Revolving Dollar Loans (without making a ratable payment to the Revolving Multicurrency Loans).
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Blackstone Private Credit Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund), Senior Secured Credit Agreement (Blackstone Private Credit Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien or other any right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans, Loans or participations in LC Disbursements or Swingline Loans, of such Class other obligations hereunder resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of or other such Class then due obligations greater than the proportion received by any other pro-rata share of the amount such Lender of such Classis entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and such other obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that 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 ; and
(ii) the provisions of this paragraph Section 5.5 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements Participation Advances 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). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 3 contracts
Sources: Fifth Amendment to Third Amended and Restated Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such ClassLoans; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off set‑off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such a Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Senior Secured Revolving Credit Agreement (Barings BDC, Inc.), Senior Secured Revolving Credit Agreement (Barings Capital Investment Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and sub-participations in LC Disbursements L/C Obligations and Swingline LoansSwing Line Loans of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) any amounts applied by the Swing Line Lender to outstanding Swing Line Loans, (C) any amounts applied to L/C Obligations by the L/C Issuer or Swing Line Loans by the Swing Line Lender, as appropriate, from cash collateral or other Adequate Assurance provided under Section 2.15, or (D) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 3 contracts
Sources: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of such Class Loan resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, the Loan and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then then, unless otherwise agreed in writing by the Lenders, the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such ClassLoan; provided 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 Section 2.12(d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements Loan to any assignee or participantParticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.12(d) shall apply), provided further that no Lender shall be required to purchase a participation from a Lender rejecting its option to receive prepayments under Section 2.06(b) to the extent disproportionality results from the rejecting Lender’s election under Section 2.06(b). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 3 contracts
Sources: Amendment No. 16 to Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 clause (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph clause (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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 Syndicated Loans, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (AGL Private Credit Income Fund), Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or in Swingline Loans, of such Class Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements L/C Obligations and Swingline LoansLoans of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to the Borrower any Credit Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaws, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Credit Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (x) any payment made by the or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Arthur J. Gallagher & Co.), Credit Agreement (Arthur J. Gallagher & Co.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, of such Class Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline Loans, Swing Line Loans and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, Swing Line Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassSwing Line Loans; provided 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 Section 4.01(c) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements and Swing Line 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 Section 4.01(c) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its the Revolving Committed Loans, New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans made by it, or the participations in LC Disbursements or Swingline L/C Obligations, Revolving Swing Line Loans, of such Class New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its such Revolving Committed Loans, and participations in LC Disbursements and Swingline New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans or participations and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase from the other applicable Lenders (in the respective Revolving Facility, New Vehicle Floorplan Facility or Used Vehicle Floorplan Facility) (for cash at face value) participations in the applicable Revolving Committed Loans, and participations in LC Disbursements and Swingline New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans and subparticipations in L/C Obligations, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans of the other Lenders of Lenders, or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender, or payments made under this Agreement to a Non-Extending Lender on its Maturity Date) (y) the application of Cash Collateral provided for in Section 2.26, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Committed Loans, New Vehicle Floorplan Committed Loans or participations Used Vehicle Floorplan Committed Loans or subparticipations in LC Disbursements L/C Obligations, Revolving Swing Line Loans, New Vehicle Floorplan Swing Line Loans or Used Vehicle Floorplan Swing Line Loans, as the case may be, to any assignee or participant, other than an assignment to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower 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 the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Fourth Amended and Restated Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Syndicated Loans, Term Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, Term Loans and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, Term Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class Lenders, as applicable, to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, Term Loans, and participations in LC Disbursements and Swingline Loans of such ClassLoans; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Credit Agreement (SLR Investment Corp.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment denominated in a Currency in respect of any principal of or interest on any of its LoansLoans denominated in such Currency, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations Loans denominated in LC Disbursements and Swingline Loanssuch Currency, and accrued interest thereon of such Class then due than the proportion received by any other Lender of with Loans denominated in such ClassCurrency, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations Loans denominated in LC Disbursements and Swingline Loans, such Currency of other Lenders of with Loans denominated in such Class Currency to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of with BUSINESS.29745768.5 Loans denominated in such Class Currency ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans denominated in such Currency (subject, for the avoidance of doubt, to Section 2.08(e)(iv) if an Event of Default has occurred and participations in LC Disbursements and Swingline Loans of such Classis continuing); provided 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 the Borrower pursuant to and in accordance with the express terms of this Agreement or any other Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements and Swingline LoansObligations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (i) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided for in Section 2.19, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements Obligations or Swingline Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate Unrestricted Subsidiary thereof (as to which the provisions of this paragraph Section shall apply). The Borrower and each Subsidiary consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such entity rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such entity in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Sunoco LP), Credit Agreement (NuStar Energy L.P.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower Company or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower 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 the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (EnerSys), Credit Agreement (EnerSys)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, Loans in excess of such Class resulting in such Lender receiving payment of a greater proportion its ratable share of the aggregate amount of its Loans, outstanding Loans and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon thereon, then such Lender shall notify Administrative Agent of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion fact and shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassLoans; provided 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 Section 2.17(d) shall not be construed to apply to any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.17(d) shall apply). The Borrower 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 the Borrower such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Obligor in the amount of such participation. For the avoidance This Section 2.17(d) shall not apply to any action taken by any Farm Credit Bank with respect to any Farm Credit Equities held by Borrowers or any cash patronage, whether on account of doubtforeclosure of any Lien thereon, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) retirement and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment cancellation of the Dollar Loans) same, exercise of setoff rights or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans)otherwise.
Appears in 2 contracts
Sources: Credit Agreement (Kellogg Co), Credit Agreement (WK Kellogg Co)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline LoansL/C Obligations held by it, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or a Disqualified Institution), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Group, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (UL Solutions Inc.), Credit Agreement (UL Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Revolving Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Revolving Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansRevolving Loans and subparticipations in Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansRevolving Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations subparticipations in LC Disbursements Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them; provided, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or a Disqualified Institution), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (StoneX Group Inc.), Credit Agreement (StoneX Group Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Trex Co Inc), Credit Agreement (Natural Grocers by Vitamin Cottage, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hercules Capital, Inc.), Revolving Credit Agreement (Hercules Capital, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or participations in LC Disbursements or Swingline LoansL/C Obligations held by it, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, such Loans or L/C Obligations and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations or subparticipations in LC Disbursements and Swingline LoansL/C Obligations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansTotal Outstandings and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Parent, the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (Fortress Net Lease REIT), Credit Agreement (Fortress Net Lease REIT)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section 2.14 shall not be construed to apply to (x) any payment made by the or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower Company or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.14 shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 2 contracts
Sources: Credit Agreement (NCR Corp), Credit Agreement (NCR Atleos, LLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and sub-participations in LC Disbursements and Swingline LoansL/C Obligations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.13 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in LC Disbursements L/C Obligations to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).4932-7881-9418 v.6 43
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class Obligations resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements and Swingline LoansObligations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: 49 [OPAL Fuels Credit Agreement]
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participantLoans, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Restricted Person consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Restricted Person rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Restricted Person in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, the Loans made by it or the participations in LC Disbursements or Swingline Loans, of such Class Loans and L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in the Swingline Loans and L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitment Ratios, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements the Swingline Loans or L/C Obligations 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). The Borrower consents agrees that any Lender so purchasing a participation from another Lender pursuant to the foregoing and agreesthis Section 2.10(b) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to exercise all its rights of payment (including, without limitation, the foregoing arrangements may exercise against the Borrower rights right of set-off and counterclaim off) with respect to such participation as fully as if such purchasing Lender were a the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (American Tower Corp /Ma/)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, the Letter of such Class Credit Obligations resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall shall:
(a) notify Administrative Agent of such fact; and
(b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in the Letter of Credit Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to to: (x) any payment made by the Borrower or on behalf of any Loan Party pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender); (y) the application of Cash Collateral provided for in Section 2.14; or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements the Letter of Credit Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment but only to the Multicurrency Loans)extent that the Lender selling such participation was itself entitled to setoff or counterclaim and, no such right by a Participant may be exercised unless Participant agrees to disclose such Participant’s identity and notice thereof is first delivered to Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such a Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Vista Credit Strategic Lending Corp.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, the Loans made by it or the participations in LC Disbursements or Swingline Loans, of such Class Loans and L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in the Swingline Loans and L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitment Ratios, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements the Swingline Loans or L/C Obligations 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). The Borrower consents agrees that any Lender so purchasing a participation from another Lender pursuant to the foregoing and agreesthis Section 2.10(bc) may, to the fullest extent it may effectively do so under applicable permitted by law, that any Lender acquiring a participation pursuant to exercise all its rights of payment (including, without limitation, the foregoing arrangements may exercise against the Borrower rights right of set-off and counterclaim off) with respect to such participation as fully as if such purchasing Lender were a the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (American Tower Corp /Ma/)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and 84 Revolving Credit Agreement accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements Swingline 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 (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AB Private Lending Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section 2.12 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.12 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.13 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase from the other applicable Lenders (for cash at face value) participations in the Loansapplicable Committed Loans and (if applicable) subparticipations in L/C Obligations or applicable Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral in respect of obligations relating to Letters of Credit or Swing Line Loans provided for in Section 2.27, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans, as the case may be, to any assignee or participant, other than an assignment, participation or subparticipation to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, in Swing Line Loans or the Alternative Currency Risk Participations held by it (but not including any amounts applied by the Alternative Currency Fronting Lender to Loans in respect of such Class the Alternative Currency Risk Participations that have not yet been funded in accordance with the terms of this Agreement) resulting in such Lender ▇▇▇▇▇▇'s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans and subparticipations in L/C Obligations, Swing Line Loans and participations in LC Disbursements and Swingline LoansAlternative Currency Risk Participations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).85 DB3/ 201344542.8
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (StoneX Group Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, the Alternative Currency Risk Participations or the participations in LC Disbursements L/C-BA Obligations, in Swing Line Loans or Swingline Loans, in Swing Line Euro Tranche Loans held by it (but not including any amounts applied by the Alternative Currency Funding Fronting Lender to Loans prior to the funding of such Class risk participations therein) resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, and sub-participations in LC Disbursements L/C-BA Obligations, Swing Line Loans and Swingline LoansSwing Line Euro Tranche Loans or sub-participations in Alternative Currency Risk Participations of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph subsection shall not be construed to apply to (x) any payment made by the any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in subsection 3.1(g) or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in LC Disbursements L/C-BA Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph subsection shall apply). The Each Borrower 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 the any Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubtNotwithstanding anything provided for in this Section 11.7, the Borrower may make any patronage assets subject to a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment statutory lien pursuant to the Multicurrency Loans)Farm Credit Act of 1971, as amended, for the benefit of a Farm Credit Lender shall not be subject to the pro rata sharing provisions set forth in this Section, and such patronage assets and any proceeds thereof shall not be subject to set-off as provided in subsection 11.10.
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If Subject to the Intercreditor Agreement Among Group Lenders, if, other than as expressly provided elsewhere herein, any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect on account of any principal of Loans made by it or interest on any of its Loans, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations and Swing Line Loans held by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of than its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any pro rata share (or other Lender of such Classshare contemplated hereunder) thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, L/C Obligations or Swing Line Loans, as applicable, and participations in LC Disbursements and Swingline Loans of such Classowing them; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.17, (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than to participant in accordance with the Borrower terms of Section 10.06 or (D) any reallocation in accordance with the terms of Section 10.20. Each Loan Party and each Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower a Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party or such Restricted Subsidiary of a Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party or such Restricted Subsidiary of a Loan Party in the amount of such participation. For The Administrative Agent will keep records (which shall be conclusive and binding in the avoidance absence of doubtdemonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment portion of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment Obligations purchased to the Multicurrency Loans)same extent as though the purchasing Lender were the original owner of the Obligations purchased.
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and 80 Revolving Credit Agreement Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline LoansDisbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).767537780768227557
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or in Swingline Loans, of such Class Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon greater than its pro rata share of such the applicable Class then due than the proportion received by any other Lender of such ClassLoans thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact, and purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements L/C Obligations and Swingline LoansLoans of the other Appropriate Lenders, or make such other adjustments among the group of other Appropriate Lenders of such Class to the extent necessary as shall be equitable, so that the benefit of all such payments shall be shared by the Appropriate Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement Credit Agreement, including Sections 2.18, 2.19 and 2.20 and the application of funds arising from the existence of a Defaulting Lender, (y) any amounts applied to L/C Obligations by the L/C Issuer or Swingline Loans by the Swingline Lender, as appropriate, from Cash Collateral or other Adequate Assurance provided under Section 2.16 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section shall apply) unless such assignment occurs in accordance with Section 11.06(i). The Borrower Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Credit Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Revolving Loans or Term Loans or participations in LC Disbursements or Swingline LoansDisbursements, of such Class as applicable, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and Revolving Loans or Term Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class under the applicable Facility, as applicable, to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class under the applicable Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classunder the applicable Facility, as applicable; provided that 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 the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by the Borrower or on behalf of a Loan Party pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.15, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Brady Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).. 780658724.16
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fidelity Private Credit Co LLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of such Class the Committed Loans made by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Processing Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.14 shall not be construed to apply to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations in LC Disbursements to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.14 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Lowes Companies Inc)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Construction/Term Loans or participations in LC Disbursements or Swingline Loans, of such Class other Obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Construction/Term Loans and accrued interest thereon of or other such Class then due Obligations greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the LoansConstruction/Term Loans and such other Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Construction/Term Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that:
(ia) 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 ; and
(iib) the provisions of this paragraph Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Construction/Term Loans or participations in LC Disbursements to any assignee or participant, other than (except for assignments permitted by Section 10.04(b)(v)) to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.17 shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or in Swingline Loans, of such Class Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon greater than its pro rata share of such the applicable Class then due than the proportion received by any other Lender of such ClassLoans thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact, and purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements L/C Obligations and Swingline LoansLoans of the other Appropriate Lenders, or make such other adjustments among the group of other Appropriate Lenders of such Class to the extent necessary as shall be equitable, so that the benefit of all such payments shall be shared by the Appropriate Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement Credit Agreement, including Sections 2.18, 2.19 and 2.20 and the application of funds arising from the existence of a Defaulting Lender, (y) any amounts applied to L/C Obligations by the L/C Issuer or Swingline Loans by the Swingline Lender, as appropriate, from Cash Collateral or other Adequate Assurance provided under Section 2.16 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section shall apply) unless such assignment occurs in accordance with Section 11.06(i). The Borrower Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Credit Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).97 1010279941v18
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, of such Class Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC 69 Disbursements and Swingline Loans, Swing Line Loans and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, Swing Line Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassSwing Line Loans; provided 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 Section 4.01(c) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements and Swing Line 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 Section 4.01(c) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (Diversified Energy Co PLC)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien or other any right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Loans, Loans or participations in LC Disbursements or Swingline Loans, of such Class other obligations hereunder resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of or other such Class then due obligations greater than the proportion received by any other pro-rata share of the amount such Lender of such Classis entitled thereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and such other obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) 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 ; and
(iib) the provisions of this paragraph Section 5.5 shall not be construed to apply to (x) any payment made by the Borrower Loan Parties pursuant to and in accordance with the express terms of this Agreement the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements 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). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Loan Party in the amount of such participation. For the avoidance purposes of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments clause (if otherwise permitted hereunderb)(i) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loansdefinition of “Excluded Taxes,” a participation acquired pursuant to this Section 5.5 shall be treated as having been acquired on the earlier date(s) on which the applicable Lender acquired the applicable interest in the Commitment(s) or (yLoan(s) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans)which such participation relates.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Construction Partners, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that (i) that:
a. if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) ; and
b. the provisions of this paragraph Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Flowserve Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline LoansL/C Obligations held by it, of such Class resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate principal amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Revolving Credit Loans and participations in LC Disbursements Term Loans and Swingline Loans of such Classother amounts owing them; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to to
(A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than to the Borrower Borrowers or any Subsidiary or Affiliate thereof in a manner inconsistent with Section 10.06(d) (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Credit Agreement
Sharing of Payments by ▇▇▇▇▇▇▇. If Except as otherwise specified in this Agreement, if any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, the Loans made by it or the participations in LC Disbursements or Swingline Loans, of such Class Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon greater than its Pro Rata Share of such Class then due than the proportion received by any other Lender of such Classapplicable Revolving Facility to which it is entitled pursuant hereto, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements and Swingline Loans, Swing Line Loans of the other Lenders of or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements Swing Line Loans to any assignee or participant, other than to the Borrower WBA or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower for itself and solely with respect to its Obligations 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 the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or a Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If (i) any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Loans or participations in LC Disbursements or Swingline Loans, of such Class Loans resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact and (B) purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, Loans of other Lenders of Lenders, or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount amounts of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans or (ii) any Swingline Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Swingline Loans resulting in such Swingline Lender receiving payment of a greater proportion of the aggregate amount of its Swingline Loans and accrued interest thereon than the proportion received by the other Swingline Lender, then the Swingline Lender receiving such greater proportion shall (A) notify the Administrative Agent and the other Swingline Lender of such Class; fact and (B) purchase (for cash at face value) participations in the Swingline Loans of the other Swingline Lender to the extent necessary so that the amount of all such payments shall be shared by the Swingline Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Swingline Loans, provided that 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 ; and
(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the any Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as this Agreement is in effect from time to time), including Sections 2.09(d) and 2.20(f), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline 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)Eligible Assignee. The 4879-0244-9248v.779 US 9692390v.1 CHA715/20025 Each Borrower 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 the each Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the each Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Dillard's, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassDisbursements; provided 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 Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this US 9364157v.4 WEL554/78009 Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 4.01(c) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Sharing of Payments by ▇▇▇▇▇▇▇. If Subject to Sections 2.16 and 10.08, if any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇'s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section 2.13 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line 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 Section 2.13 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, Loans or participations in LC Disbursements or Swingline Loans, of such Class Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline Loans, Loans and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, Loans of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassLoans; provided 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 Section 4.01(c) shall not be construed to apply to any payment made by the Borrower any Loan Party 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 or participations in LC Disbursements or Swingline Loans to any assignee or participantParticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 4.01(c) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shallLender, by exercising any right of set-off setoff or counterclaim or otherwise, obtain obtains payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, the Letter of such Class Credit Obligations resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall will:
(a) notify Administrative Agent of such fact; and
(b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in the Letter of Credit Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as are equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be is shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall or subparticipations will be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph shall Section may not be construed to apply to to: (x) any payment made by the Borrower or on behalf of any Loan Party pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender); (y) the application of Cash Collateral provided for in Section 2.16; or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements the Letter of Credit Obligations to any assignee Assignee or participantParticipant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof a Loan Party (as to which the provisions of this paragraph shall Section will apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender that ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line 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 Section shall apply). The Borrower Each Loan Party 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 (with the consent of the Administrative Agent pursuant to Section 10.08) exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such that Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Aztar Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC [[60787996351539]] Disbursements and Swingline Loans of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Revolving Dollar Commitments or Revolving Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Revolving Dollar Commitments to prepay the Revolving Multicurrency Loans (without making a ratable prepayment of the Revolving Dollar Loans) or (y) with Revolving Multicurrency Commitments to prepay the Revolving Dollar Loans (without making a ratable payment to the Revolving Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(ia) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(iib) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (Darden Restaurants Inc)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Loans (other than a Competitive Loan) or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans (other than Competitive Loans, and participations in LC Disbursements and Swingline Loans, ) and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact and (ii) purchase (for cash at face value) participations in the Loans (other than Competitive Loans, ) and participations in LC Disbursements and Swingline Loans, of other Lenders of Lenders, or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount amounts of principal of and accrued interest on their respective Loans (other than Competitive Loans, ) and participations in LC Disbursements and Swingline Loans of such Class; Disbursements, provided that 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 ; and
(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower any Obligor pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as this Agreement is in effect from time to time), including Sections 2.09(e)(iii), 2.20(d) and 2.21, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements 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)Eligible Assignee. The Borrower 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 the Borrower each Obligor rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each Obligor in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Best Buy Co Inc)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), any Fee Letter or any Lender Fee Letter, (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans Committed Loans, Commitments or participations subparticipations in LC Disbursements L/C Obligations 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). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on 103 Revolving Credit and Term Loan Agreement their respective Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may (1) make a Borrowing under the Dollar Revolving Credit Commitments or Multicurrency Revolving Credit Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Revolving Credit Commitments to prepay the Multicurrency Revolving Loans (without making a ratable prepayment of the Dollar Revolving Loans) or Term Loans or (y) with Multicurrency Revolving Credit Commitments to prepay the Dollar Revolving Loans (without making a ratable payment to the Multicurrency Revolving Loans)) or Term Loans, and (2) make a Borrowing under the Term Loan Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay Revolving Loans.
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment denominated in a Currency in respect of any principal of or interest on any of its LoansLoans denominated in such Currency, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations Loans denominated in LC Disbursements and Swingline Loanssuch Currency, and accrued interest thereon of such Class then due than the proportion received by any other Lender of with Loans denominated in such ClassCurrency, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations Loans denominated in LC Disbursements and Swingline Loans, such Currency of other Lenders of with Loans denominated in such Class Currency to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of with Loans denominated in such Class Currency ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans denominated in such Currency (subject, for the avoidance of doubt, to Section 2.08(e)(iv) if an Event of Default has occurred and participations in LC Disbursements and Swingline Loans of such Classis continuing); provided 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 the Borrower pursuant to and in accordance with the express terms of this Agreement or any other Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shallwill, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or such participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall will (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as will be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall will be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall or subparticipations will be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph shall Section will not be construed to apply to (x) any payment made by or on behalf of the Borrower Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment or participation to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall Section will apply). For purposes of this Section 2.14, any calculation of pro rata shares of Loans will be determined on the basis of the Outstanding Amount of all Loans (and each Lender’s participation in Swing Line Loans) and all L/C Obligations (and each Lender’s participation therein) without distinction between Committed Loans and Swing Line Loans. The Borrower Company 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 the Borrower Company rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower Company in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, Loans or participations in LC Disbursements or Swingline Loans, of such Class Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline Loans, as applicable, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such ClassLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, as applicable, of other applicable Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the applicable Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such ClassLoans, as applicable; provided 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 the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect on the Closing Date or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Each Borrower 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 the any Borrower rights of set-set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower any Borrowers in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class Swing Line Loans held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower Borrower’s rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment or Final Maturity Date 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such 777795439 Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Revolving Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Revolving Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact, and purchase (for cash at face value) participations in the LoansRevolving Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansRevolving Loans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower 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 the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (TJX Companies Inc /De/)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or in Swingline Loans, of such Class Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements L/C Obligations and Swingline LoansLoans of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15(a)(v), or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or in Swingline Loans, of such Class Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans, Loans and participations subparticipations in LC Disbursements L/C Obligations and Swingline LoansLoans of the other Lenders, of or make such other Lenders of such Class to the extent necessary adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to the Borrower any Loan Party or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off or counterclaim setoff or otherwise, obtain payment in respect of any principal of or interest on its portion of any of its Loans, the Loans or participations Repayment Premium or Exit Fees in LC Disbursements or Swingline Loans, of such Class connection therewith resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, the Loans and accrued interest thereon and Repayment Premium or Exit Fees in connection therewith greater than its pro rata share thereof as provided herein, then such Lender shall (a) notify the Administrative Agent of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall fact and (b) purchase (for cash at face value) value participations in the Loans, and participations in LC Disbursements and Swingline Loans, portions of the Loans of the other Lenders of such Class pursuant to documentation satisfactory to the extent necessary Administrative Agent, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and of, accrued interest on and Repayment Premium or Exit Fees in connection with their respective Loansportions of the Loans and other amounts owing them; provided, and participations in LC Disbursements and Swingline Loans of such Class; provided that 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 shall be restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section 2.11 shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a any participation in any of its portion of the Loans or participations in LC Disbursements to any assignee or participant, other than an assignment to Parent, the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class of Commitment 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 Syndicated Loans, or participations in LC Disbursements or Swingline LoansDOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 Disbursements, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline LoansDisbursements, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Disbursements, of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (d) shall apply). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on 70 any of its Loansthe Committed Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender ▇▇▇▇▇▇’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Committed Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansCommitted Loans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansCommitted Loans and other amounts owing them in respect of the Facilities, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party 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 the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a any Class 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 Syndicated Loans, or participations in LC Disbursements or Swingline Loans, of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Syndicated Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that 83 Revolving Credit Agreement the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Syndicated Loans, and participations in LC Disbursements and Swingline Loans Loans, of such Class; provided 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 the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements L/C Obligations or Swingline Loans, of such Class in Swing Line Loans held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Classother amounts owing them; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower Parent Company or any Restricted Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Each Borrower 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 the such Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (SharkNinja, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Consolidated Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class 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, or participations in LC Disbursements or Swingline Loans, of such a Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans, Loans and participations in LC Disbursements and Swingline LoansDisbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans, Loans and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, Loans and participations in LC Disbursements and Swingline Loans of such Class; provided 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 (d) shall not be construed to apply to any payment made by the Borrower 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 or participations in LC Disbursements 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). The Borrower 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 the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Barings BDC, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline LoansL/C Obligations, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them; provided, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract
Sources: Credit Agreement (Docusign, Inc.)
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline Loans, of such Class L/C Obligations held by it resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, ; and (ii) the provisions of this paragraph Section 2.12 shall not be construed to apply to (x) any payment made by the or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.12 shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawApplicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).foregoing
Appears in 1 contract
Sharing of Payments by ▇▇▇▇▇▇▇. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loansthe Loans made by it, or the participations in LC Disbursements or Swingline LoansL/C Obligations held by it, of such Class resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans, and such Loans or participations in LC Disbursements and Swingline Loans, and accrued interest thereon of such Class then due greater than the proportion received by any other Lender of such Classits pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations of the other Lenders, and participations in LC Disbursements and Swingline Loansor make such other adjustments as shall be equitable, of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans and other amounts owing them, and participations in LC Disbursements and Swingline Loans of such Class; provided that that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and
(ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or, (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in LC Disbursements L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLaw, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower such Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. For the avoidance of doubt, the Borrower may make a Borrowing under the Dollar Commitments or Multicurrency Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing (x) with Dollar Commitments to prepay the Multicurrency Loans (without making a ratable prepayment of the Dollar Loans) or (y) with Multicurrency Commitments to prepay the Dollar Loans (without making a ratable payment to the Multicurrency Loans).
Appears in 1 contract