Example ContractsClausesBenefit of Certain Provisions
Benefit of Certain Provisions
Benefit of Certain Provisions contract clause examples

Benefit of Certain Provisions. Each Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 12.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 12.2 as if each Participant were a Lender. Each Borrower further agrees that each Participant shall be entitled to the benefits of Article IV and [Section 2.14(E)] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3, provided that # a Participant shall not be entitled to receive any greater payment under Article IV or [Section 2.14(E)] than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the applicable Borrower, and # any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Article IV and [Section 2.14(E)] to the same extent as if it were a Lender.

Benefit of Certain Provisions. Each Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 12.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 12.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 12.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 12.2 as if each Participant were a Lender. Each Borrower further agrees that each Participant shall be entitled to the benefits of Article IV and [Section 2.14(E)] to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.3, provided that # a Participant shall not be entitled to receive any greater payment under Article IV or [Section 2.14(E)] than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the applicable Borrower, and # any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Article IV and [Section 2.14(E)] to the same extent as if it were a Lender.

Benefit of Certain Provisions. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that # a Participant shall not be entitled to receive any greater payment under Section 3.1 or 3.2 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, # each Participant shall be subject to the provisions of Section 3.7 and # a Participant shall not be entitled to receive any greater payment under Section 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account # except to the extent such entitlement to receive a greater payment results from a change in treaty, law or regulation (or any change in the interpretation or administration thereof by any Governmental Authority) that occurs after the Participant acquired the applicable participation and (B), in the case of any Participant that would be a Non-U.S. Lender if it were a Lender, such Participant agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender (it being understood that the documentation required under [Section 3.5(f)] shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such Outstanding Credit Exposure, any Note, any Commitment or any other obligations under the Loan Documents is in registered form under Section 5f.103-1(c))] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

If any term of this schedule or the application of such term to any person or circumstances shall to any extent be invalid or unenforceable, the same shall be severable and the remainder of this schedule or the application of such term to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected by such invalidity or unenforceability and each term and provision of this schedule shall be valid and be enforced to the fullest extent permitted by law.

. The rights and obligations set forth in this Agreement that, by their terms, extend beyond the termination of the Executive’s employment with the Company shall survive such termination.

Survival of Certain Provisions. Upon the termination of this Agreement and Employee’s employment, the obligations of the Company and Employee hereunder shall cease, except to the extent of the Company’s obligation, if any, to provide payments and benefits to Employee following termination of employment, as specified in Section 8 (and Attachment “A”), and provided that Sections 5, 9.1, 9.2, 9.3, 9.4, 9.6, 9.7, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 and 30 of this Agreement shall also survive the termination hereof.

Survival of Certain Provisions. Notwithstanding the completion, expiration or early termination of this Agreement, and without prejudice to any rights or claims of a Party arising prior to such expiration or termination, the following Articles and Sections shall remain in full force and effect following such expiration or termination:

Borrower breaches or permits or suffers a breach of any covenant set forth in Section 6.2;

Incorporation of Certain Provisions. The provisions of [Sections 9.01, 9.07, 9.09 and 9.12]2]2]2] of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth herein.

Borrower breaches or permits or suffers a breach of any covenant set forth in Section 6.2;

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