Sharing of Payments by Xxxxxxx. 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to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 10 contracts
Samples: Senior Secured Credit Agreement (BlackRock Private Credit Fund), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Finance Corp. II)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 8 contracts
Samples: Credit Agreement (Cambium Networks Corp), Credit Agreement (Morningstar, Inc.), Credit Agreement (Bandwidth Inc.)
Sharing of Payments by Xxxxxxx. 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 5 contracts
Samples: Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.)
Sharing of Payments by Xxxxxxx. 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
Samples: Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations (other than in respect of or interest on any Secured Hedge Agreements and Secured Cash Management Agreements) due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time then the Lender receiving such greater proportion shall (1) notify the Administrative Agent of such fact, and (2) 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 4 contracts
Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 4 contracts
Samples: Credit Agreement (USD Partners LP), Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Leonardo DRS, Inc.)
Sharing of Payments by Xxxxxxx. 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 4 contracts
Samples: Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Sharing of Payments by Xxxxxxx. 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 4 contracts
Samples: Credit Agreement (Blue Owl Credit Income Corp.), Credit Agreement (Blue Owl Credit Income Corp.), Secured Revolving Credit Agreement (Blue Owl Capital Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 4 contracts
Samples: Credit Agreement (Ciena Corp), Term Loan Credit Agreement (Nn Inc), Credit Agreement (Procaps Group, S.A.)
Sharing of Payments by Xxxxxxx. 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 4 contracts
Samples: Assignment and Assumption (Barings Private Credit Corp), Credit Agreement (Barings Private Credit Corp), Secured Revolving Credit Agreement (Bain Capital Private Credit)
Sharing of Payments by Xxxxxxx. 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 Loans 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 ClassLender, then the Lender receiving such greater proportion shall promptly remit such excess amount to the Administrative Agent for the pro rata benefit of the Lenders. If such Lender fails to promptly remit such excess amount to the Administrative Agent, then such Lender 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 if (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 3 contracts
Samples: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.), Patent Security Agreement (Soundhound Ai, Inc.), Senior Secured Term Loan Credit Agreement (AST SpaceMobile, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Loansof 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 3 contracts
Samples: Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Sitio Royalties Corp.)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwiseotherwise (other than in connection with a Supplemental Facility), obtain payment in respect of any principal of or interest on any (a) the Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Loan Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) the Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Loan Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Letter of Credit 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 Loan Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 3 contracts
Samples: Credit Agreement (Ferroglobe PLC), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Matrix Service Co)
Sharing of Payments by Xxxxxxx. 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 (i) ABL Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (x) the amount of such Class resulting in ABL Credit Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (y) the aggregate amount of the ABL Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the ABL Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) ABL Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (x) the amount of such Class then ABL Credit Obligations owing (but not due than and payable) to such Lender at such time to (y) the proportion received aggregate amount of the ABL Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the ABL Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 ABL Credit Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 3 contracts
Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Financing Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Financing Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Financing Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Financing Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Financing Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Classas the case may be; 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).that:
Appears in 3 contracts
Samples: Credit Agreement (MN8 Energy, Inc.), Credit Agreement (MN8 Energy, Inc.), Credit Agreement (New PubCo Renewable Power Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of its Loans, and participations the Obligations in LC Disbursements and Swingline Loans, and accrued interest thereon respect of such Class then Facility due than and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of such Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of such Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion received by any other Lender of (i) the amount of such ClassObligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of such Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payments on account of the Obligations in respect of such Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, 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 or other Obligations 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Class; as the case may be, 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, interest and (ii) the provisions of this paragraph Section shall not be construed to apply to (A) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Credit 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 Company 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 or subparticipation 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 participation 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)subparticipation.
Appears in 3 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Sharing of Payments by Xxxxxxx. (a) If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect (a) on account of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of Obligations due and payable hereunder and under the other Loan Documents at such Class time resulting in such Lender receiving payment in excess of a greater its ratable share (calculated according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loansratable share (calculated according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, then in each case, such Lender shall (x) notify the Agent of such fact, 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 (y) purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, Obligations of the other Lenders of due and payable or owing, as the case may be, or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such excess payments shall be shared by the Lenders of all 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 ClassLenders; 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).that:
Appears in 2 contracts
Samples: Credit Agreement (NMI Holdings, Inc.), Restatement Agreement (CNO Financial Group, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) the Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Loan Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) the Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Loan Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Letter of Credit 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 Loan Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Ascent Industries Co.)
Sharing of Payments by Xxxxxxx. 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
Samples: Credit Agreement (WK Kellogg Co), Credit Agreement (Kellogg Co)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Kbr, Inc.), Credit Agreement (Sylvamo Corp)
Sharing of Payments by Xxxxxxx. 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)Section 2.13.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Toro Co), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Classas the case may be; 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).that:
Appears in 2 contracts
Samples: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Sharing of Payments by Xxxxxxx. 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
Samples: Credit Agreement (BlackRock TCP Capital Corp.), Credit Agreement (BlackRock TCP Capital Corp.)
Sharing of Payments by Xxxxxxx. 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 2 contracts
Samples: Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Crescent Capital BDC, Inc.), Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off ofSection 2.14 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, such 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 (i) that: if any such participations are purchased and all or any portion of the the(i) 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 shall not be construed to apply to any (A) any(ii) 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), (B) any amounts applied by the Swingline Lender to outstanding Swingline Loans, (C) any amounts applied to Letter of Credit Obligations by the Issuing Bank or Swingline Loans by the Swingline Lender, as appropriate, from Cash Collateral provided under Section 2.15 or Section 2.16, 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 participations in LC Disbursements Letter of Credit Obligations, Swingline Loans or other obligations hereunder 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 of the Credit Parties 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 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 Cash Collateral. At any time that there shall exist a Defaulting Lender, withinSection 2.15 one (1) Business Day following the avoidance written request of doubt, the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower may make a Borrowing under shall Cash Collateralize the Dollar Commitments or Multicurrency Commitments Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in an amount sufficient to cover the applicable Fronting Exposure (if otherwise permitted hereunderafter giving effect to Section 2.16(a)(iv) and may use any Cash Collateral provided by 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 LoansDefaulting Lender).
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Sharing of Payments by Xxxxxxx. 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 Loans, of such Class resulting in such Lender Xxxxxx’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 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 (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 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 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).2.14 [Reserved] 2.15
Appears in 2 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien, 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 Xxxxxx’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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (ii) the provisions of this paragraph Section 5.3 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 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 Section 5.3 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).5.4
Appears in 2 contracts
Samples: Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Dayton Power & Light Co)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 or make such other adjustments as shall be equitable, 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)
Sharing of Payments by Xxxxxxx. 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, Advances or participations in LC Disbursements or Swingline Loans, of such Class other obligations hereunder resulting in such Lender Xxxxxx’s receiving payment of a greater proportion of the aggregate amount of its Loans, and participations in LC Disbursements and Swingline Loans, Advances 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 LoansAdvances 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 LoansAdvances 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 (ii) the provisions of this paragraph Section shall not be construed to apply to (A) 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 (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 in LC Disbursements 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 Section shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable lawLegal Requirement, 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
Samples: Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)
Sharing of Payments by Xxxxxxx. (a) If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect (i) on account of any principal of or interest on any of its Loans, or participations in LC Disbursements or Swingline Loans, of Obligations due and payable hereunder and under the other Loan Documents at such Class time resulting in such Lender receiving payment in excess of a greater its ratable share (calculated according to the proportion of (A) the amount of such Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) of or on account of any of Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loansratable share (calculated according to the proportion of (A) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (B) the aggregate amount of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, then, in each case, such Lender shall (x) notify the Administrative Agent of such fact, 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 (y) purchase (for cash at face value) participations in the Loans, and participations in LC Disbursements and Swingline Loans, Obligations of the other Lenders of due and payable or owing, as the case may be, or make such Class to the extent necessary other adjustments as shall be equitable, so that the benefit of all such excess payments shall be shared by the Lenders of all 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 ClassLenders; 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).that:
Appears in 2 contracts
Samples: Credit Agreement (KKR & Co. Inc.), Credit Agreement (Employers Holdings, Inc.)
Sharing of Payments by Xxxxxxx. 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 2 contracts
Samples: Senior Secured Credit Agreement (Blackstone Private Credit Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (DocGo Inc.), Execution Copy Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Sharing of Payments by Xxxxxxx. 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 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 Committed Loans made by any other Lender of such Classit, 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 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 (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 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 2.11 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).may
Appears in 2 contracts
Samples: Credit Agreement (Franklin Resources Inc), Credit Agreement (Franklin Resources Inc)
Sharing of Payments by Xxxxxxx. 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 (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).that:
Appears in 2 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Comscore, Inc.), Credit Agreement (Cavco Industries Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 participations 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of its Loans, and participations the Obligations in LC Disbursements and Swingline Loans, and accrued interest thereon respect of such Class then Facilities due than and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of such Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of such Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion received by any other Lender of (i) the amount of such Class, Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of such Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Sharing of Payments by Xxxxxxx. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of a Class shallthe Loans made by it, by exercising any payment (whether voluntary, involuntary, through the exercise of any right of set-off or counterclaim off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, obtain such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal such Loans pro rata with each of or interest on any of its Loansthem; provided, or participations in LC Disbursements or Swingline Loanshowever, 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 such excess payment is thereafter recovered from the payment giving rise thereto is recoveredpurchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such participations purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price restored paid therefor, without interest thereon. The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Company in the amount of such recoveryparticipation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, without interestrequests, demands, directions and (ii) other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this paragraph Section shall 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), 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 an assignment to the Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). The Borrower Company 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 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 2 contracts
Samples: Credit Agreement (Fortive Corp), Term Loan Credit Agreement (Fortive Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Loan Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Loan Obligations due and payable to such Lender receiving payment of a greater proportion of hereunder and under the other Loan Documents at such time to (ii) the aggregate amount of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Loan Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Loan Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Loan Obligations owing (but not due than and payable) to such Lender hereunder and under the proportion received other Loan Documents at such time to (ii) the aggregate amount of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Loan Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Loan Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Junior Lien Intercreditor Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates Holdings, Inc.)
Sharing of Payments by Xxxxxxx. 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 (i) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (x) the amount of such Class resulting in Senior Credit Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (y) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (x) the amount of such Class then Senior Credit Obligations owing (but not due than and payable) to such Lender at such time to (y) the proportion received aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 LoansTerm 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 Senior Credit Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 2 contracts
Samples: Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD)
Sharing of Payments by Xxxxxxx. 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
Samples: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)
Sharing of Payments by Xxxxxxx. 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 Loans 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 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, 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 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 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 2 contracts
Samples: Senior Secured Credit Agreement (Battalion Oil Corp), Senior Secured Credit Agreement (Battalion Oil Corp)
Sharing of Payments by Xxxxxxx. 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 2 contracts
Samples: Revolving Credit Agreement (Morgan Stanley Direct Lending Fund), Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of setsetoff,2.14 counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-off or counterclaim pro rata source 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 or other such Obligations greater than its pro rata share of the amount such Class then due than the proportion received by any other Lender of such Classis entitled hereunder, 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 Obligations owing them; provided, and participations in LC Disbursements and Swingline Loans of such Class; provided that (i) that: if any such participations are purchased and all or any portion of the payment payment(a) giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interestinterest other than interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (ii) the provisions of this paragraph Section 2.14 shall not be construed to apply to any (x) any(b) payment (including the application of funds arising from the existence of a Defaulting Lender) 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 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 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 This Section 2.14 shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the avoidance Borrower, including pursuant to Section 9.2(c) 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. Defaulting Lenders.2.15
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Sharing of Payments by Xxxxxxx. 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
Samples: Secured Revolving Credit Agreement (Sixth Street Lending Partners)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien, 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 Xxxxxx’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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (ii) the provisions of this paragraph Section 4.3 shall not be construed to apply to (x) any payment made by the Borrower Borrowers 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 a Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 4.3 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 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 Any Lender that fails at any time to comply with the avoidance provisions of doubt, the Borrower may make this Section 4.3 shall be deemed a Borrowing under the Dollar Commitments or Multicurrency Commitments (if Defaulting Lender until such time as it performs its obligations hereunder and is not 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).Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to
Appears in 1 contract
Sharing of Payments by Xxxxxxx. If Subject to Section 3.04(f) and except as provided otherwise with respect to any Class of Term Loans by any Term Loan Amendment or Extension Amendment, 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, and Loans and/or 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 Loans, and Loans and/or 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 Parent 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
Sharing of Payments by Xxxxxxx. 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 (a) notify the applicable Agent of such fact, and (b) purchase (for cash at face value) participations in the LoansRevolving Loans and subparticipations in L/C Obligations and 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; 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 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), (B) the application of Cash Collateral provided for in Section 2.16, or (C) 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 in Swing Line Loans to any assignee or participant, other than an assignment to the Borrower Xxxxx or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.13 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
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Sharing of Payments by Xxxxxxx. If Except as otherwise provided herein, 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 (i) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (x) the amount of such Class resulting in Senior Credit Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (y) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (x) the amount of such Class then Senior Credit Obligations owing (but not due than and payable) to such Lender at such time to (y) the proportion received aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, 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 or make such other adjustments as shall be equitable, 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 Senior Credit Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 agreesLenders; provided, to the extent it may effectively do so under applicable lawfurther, 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).that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any the Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facility then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall purchase (for cash at face valueA) participations in notify the Loans, and participations in LC Disbursements and Swingline Loans, of other Lenders Administrative Agent 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 Loansfact, 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).and
Appears in 1 contract
Samples: Credit Agreement (Ameresco, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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, Revolving Credit 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Sharing of Payments by Xxxxxxx. 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 1 contract
Samples: Secured Revolving Credit Agreement (Barings BDC, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any the Revolving Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Revolving Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Revolving Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the Revolving Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Revolving Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Revolving Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Revolving Facility then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be; provided, 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).that: CHAR1\1806478v11CHAR1\1928004v5
Appears in 1 contract
Samples: Credit Agreement (Parsons Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of 150575819 the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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).shall
Appears in 1 contract
Samples: Credit Agreement (Mastec Inc)
Sharing of Payments by Xxxxxxx. 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 (a) the Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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).. (e)
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 1 contract
Samples: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Sharing of Payments by Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off or setoff, counterclaim or otherwisebanker’s lien, 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 Xxxxxx’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 eachthe 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 (i) that: 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase; and (ii) the provisions of this paragraph Section 5.3 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 (including Section 2.16 [Discounted Prepayment Offers]) 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 Section 5.3 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 1 contract
Sharing of Payments by Xxxxxxx. 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 Xxxxxx’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 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 end 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 (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 (x) any payment made by Holdings or 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 in LC Disbursements to any assignee or participantParticipant, other than to Holdings, U.S. Holdings, U.S. XxxXx, the Borrower or any Subsidiary or Affiliate thereof of their respective Subsidiaries (as to which the provisions of this paragraph shall apply). The Each of Holdings, U.S. Holdings, U.S. XxxXx and 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 each of Holdings and 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 Holdings or the Borrower Borrower, as the case may be, 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 Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the 66 Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Loansapplicable Loans and, and if such Lender is a Revolving A Lender, sub-participations 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be; provided, 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).that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Classas the case may be; 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).that:
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Sharing of Payments by Xxxxxxx. 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 to a particular Lender 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 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 lawLaw, 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 Xxxxxxx. If Subject to Section 3.03(f) and except as otherwise provided with respect to any Class of Term Loans by any Term Loan Amendment or Extension Amendment, 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 Reimbursement Obligations 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 Reimbursement Obligations 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 Reimbursement Obligations 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 Reimbursement Obligations 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 Reimbursement 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 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
Samples: Credit Agreement (PDC Energy, Inc.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Class; as the case may be, 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 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 set92 US-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).DOCS\117476656.1136335661.3
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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).shall
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 of the other Lenders, and participations in LC Disbursements and Swingline Loansor make -49- 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Samples: Assignment and Assumption (American Assets Trust, L.P.)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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 setprovided that: 92 US-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).DOCS\136335661.3
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Class; as the case may be, 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 (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 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).with
Appears in 1 contract
Samples: Credit Agreement (Harmonic Inc)
Sharing of Payments by Xxxxxxx. 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 accrued interest thereon 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 Classrelevant Lender, 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 such 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 Classaccrued interest thereon; provided 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 Company 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 Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). 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 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
Samples: Credit Agreement
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any the Loans due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the Loans owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time then the Lender receiving such greater proportion shall purchase (for cash at face valuea) participations in notify the LoansAdministrative Agent of such fact, and participations in LC Disbursements and Swingline Loans(b) make such 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Loans then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply)case may be. 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
Samples: Possession Credit Agreement
Sharing of Payments by Xxxxxxx. 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 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 Term Loans made by any other Lender of such Classit, 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 Term 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 LoansTerm 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 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 participation in any of its Term 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 2.11 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).2.12
Appears in 1 contract
Samples: Term Loan Credit Agreement (Franklin Resources Inc)
Sharing of Payments by Xxxxxxx. 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 (ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by the 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 a 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 or sub-participations in LC Disbursements L/C 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 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 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).68 158477613_2174043865_5
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Sharing of Payments by Xxxxxxx. 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), (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 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).in
Appears in 1 contract
Samples: Credit Agreement (Atlassian Corp)
Sharing of Payments by Xxxxxxx. 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 in Swing Line Loans held by it (excluding any amounts applied by a Swing Line Lender to outstanding Swing Line 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 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 (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 2.14 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 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).2.14
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime,, then the Lender receiving such greater proportion shall (x) notify Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the LoansLoans and subparticipations in L/C Obligations, 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 Loans 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 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, 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 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 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
Samples: Senior Secured Credit Agreement (Battalion Oil Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time, to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time, or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time, to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Obligations in respect of the Facilities then due and accrued interest on their respective Loanspayable to the Lenders or owing (but not due and payable) to the Lenders, and participations in LC Disbursements and Swingline Loans of such Classas the case may be; provided that provided, that: (i1) 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 (ii2) 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), (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 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).CHAR1\1892801v4
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 1 contract
Samples: Credit Agreement (StoneX Group Inc.)
Sharing of Payments by Xxxxxxx. 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, 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 1 contract
Samples: Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any the Revolving Facility due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Revolving Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Revolving Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Revolving Facility owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Revolving Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Revolving Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 Loans, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Revolving Facility then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then then, in each case under clauses (a) and (b) above, 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 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be; provided, 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).that:
Appears in 1 contract
Samples: Credit Agreement (Parsons Corp)
Sharing of Payments by Xxxxxxx. 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 Xxxxxxx. If any Lender of a Class shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any principal of or interest on any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Class, time 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 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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).2.14
Appears in 1 contract
Samples: Credit Agreement (SharkNinja, Inc.)
Sharing of Payments by Xxxxxxx. 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 1 contract
Samples: Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Sharing of Payments by Xxxxxxx. 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 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 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 in the Tranche in respect of which it is an Appropriate Lender and (in the case of Tranche 1 Lenders) subparticipations in L/C Obligations and Swing Line Loans of the other Tranche 1 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 (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 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 or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower Facility Guarantor 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).2.14
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (a) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, and participations in LC Disbursements and Swingline Loans, and accrued interest thereon ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, 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, and participations Obligations in LC Disbursements and Swingline Loans of such Class; provided that (i) if any such participations are purchased and all or any portion respect of the payment giving rise thereto is recovered, such participations shall be rescinded Facilities then due and the purchase price restored payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Sharing of Payments by Xxxxxxx. 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 (x) Obligations in respect of or interest on any of the Facilities due and payable to such Lender hereunder or under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of its Loans, and participations the Obligations in LC Disbursements and Swingline Loans, and accrued interest thereon respect of such Class then Facility due than and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of such Facility due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (y) Obligations in respect of any of such Facility owing (but not due and payable) to such Lender hereunder or under the other Loan Documents at such time in excess of its ratable share (according to the proportion received by any other Lender of (i) the amount of such ClassObligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of such Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the Obligations in respect of such Facility owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, 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 in respect of such Class Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, and participations Obligations in LC Disbursements and Swingline Loans respect of such ClassFacility then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; 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).that:
Appears in 1 contract
Samples: Credit Agreement (Valvoline Inc)
Sharing of Payments by Xxxxxxx. 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; provided that fact and (iB) if any such purchase (for cash at face value) participations are purchased and all or any portion in the Swingline Loans of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored other Swingline Lender to the extent necessary so that the amount of all such recovery, without interest, and (ii) the provisions of this paragraph payments shall not be construed to apply to any payment made shared by the Borrower pursuant to and Swingline Lenders ratably in accordance with the express terms aggregate amounts of this Agreement or any payment obtained by a Lender as consideration for the assignment principal of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participantand accrued interest on their Swingline Loans, 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).provided that:
Appears in 1 contract
Samples: Credit Agreement (Dillard's, Inc.)
Sharing of Payments by Xxxxxxx. 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 1 contract
Samples: Assignment and Assumption (Goldman Sachs BDC, Inc.)
Sharing of Payments by Xxxxxxx. 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, or participations in LC Disbursements or Swingline Loans, of such Class Term Loans 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, Term 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, Term Loans 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 Term 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 Term 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 1 contract
Sharing of Payments by Xxxxxxx. 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 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 Section 2.10(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 participantParticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section 2.10(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 2.05(b) to the extent disproportionality results from the rejecting Lender’s election under Section 2.05(b). 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
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Sharing of Payments by Xxxxxxx. 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, 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, 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 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 1 contract
Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Sharing of Payments by Xxxxxxx. 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 the (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its Loans, or participations in LC Disbursements or Swingline Loans, ratable share (according to the proportion of (i) the amount of such Class resulting in Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (ii) the aggregate amount of its Loans, the Obligations in respect of the Committed Loans and the participations in L/C Obligations and Swing Line Loans due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Committed Loans and the LC Disbursements Obligations and Swingline Loans, Swing Line Loans due and accrued interest thereon payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Committed Loans and the participations in L/C Obligations and Swing Line Loans owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Class then Obligations owing (but not due than and payable) to such Lender at such time to (ii) the proportion received aggregate amount of the Obligations in respect of the Committed Loans and the L/C Obligations and Swing Line Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Committed Loans and the L/C Obligations and Swing Line Loans owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by any other Lender all of the Lenders at such Classtime, then, in each case under clauses (a) and (b) above, then the Lender receiving such greater proportion shall (1) notify the Administrative Agent of such fact, and (2) 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 Obligations then due 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 payable to the extent of such recovery, without interest, Lenders or owing (but not due and (iipayable) 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 (Lenders, as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agreescase may be, 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).provided that:
Appears in 1 contract
Samples: Credit Agreement (Unifirst Corp)
