Common use of Adjustments Among Lenders Clause in Contracts

Adjustments Among Lenders. (1) Notwithstanding anything herein or in any other Document to the contrary, if all Obligations become due and payable pursuant to Section 11.2 (an “Acceleration”) or if an Insolvency Event shall occur and be continuing: (a) each Lender agrees that it shall, at any time or from time to time thereafter at the request of the Agent as required by any Lender, (i) purchase at par on a non-recourse basis a participation in the Loans (including Letters of Credit) owing to each other Lender under the Credit Facilities and (ii) effect such other transactions and make such other adjustments as are necessary or appropriate, in order that the aggregate Outstanding Principal owing to each of the Lenders under the Credit Facilities, as adjusted pursuant to this Section 11.10, shall be in the same proportion as each Lender’s Aggregate Individual Commitment was to the Total Commitment immediately prior to the Acceleration or Insolvency Event, as the case may be; and (b) any payment made by or on behalf of the Borrower or any Material Subsidiary under or pursuant to the Documents, any proceeds from the exercise of any rights and remedies of the Agent and the Lenders under the Documents and any distribution or payment received by the Agent or the Lenders with respect to the Borrower and the Material Subsidiaries in the event of any bankruptcy, insolvency, winding-up, liquidation, arrangement, compromise or composition, shall be applied against the Outstanding Principal in a manner so that, to the extent possible, the Outstanding Principal owing to each of the Lenders under the Credit Facilities will be in the same proportion as each Lender’s Aggregate Individual Commitment was to the Total Commitment immediately prior to the Acceleration or Insolvency Event, as the case may be. (2) For certainty, from and after the Term Out Date applicable to a Lender under a Credit Facility and its Commitment thereunder: (a) the unutilized portion of such Xxxxxx’s Commitment shall be cancelled pursuant to Section 2.4(2); and (b) the amount of such Xxxxxx’s Commitment for all purposes hereof, including this Section 11.10, shall be the Outstanding Principal owing to such Lender under such Commitment and Credit Facility as at any date of determination. (3) Each Lender shall, at any time and from time to time at the request of the Agent as required by any Lender, execute and deliver such agreements, instruments and other documents and take such other steps and actions as may be required to confirm, evidence or give effect to the foregoing. (4) For certainty, subject only to an Acceleration or the occurrence of an Insolvency Event, the provisions of this Section 11.10 are unconditional and irrevocable and (a) the Lenders shall be obligated to purchase participations and to effect the transactions and adjustments contemplated by this Section 11.10 and (b) the other provisions hereof shall operate and apply, in each case, in all events and circumstances and irrespective of whether any condition precedent in Article 3 is met.

Adjustments Among Lenders. (1) Notwithstanding anything herein to the contrary or in any other Document to the contraryLoan Document, if all Obligations become due and payable pursuant to Section 11.2 (the Agent has delivered an “Acceleration”) Acceleration Notice or if an Insolvency Event shall occur has occurred and be is continuing: (a) each Lender agrees that it shall, will at any time or from time to time thereafter at the request of the Agent as required by any Lender, (i) purchase at par on a non-recourse basis a participation in the Loans (including Letters of Credit) Borrowings owing to each of the other Lender under the Credit Facilities and (ii) effect such other transactions Lenders and make such any other adjustments as are necessary or appropriate, in order that the aggregate Outstanding Principal Borrowings owing to each of the Lenders under the Credit FacilitiesLenders, as adjusted pursuant to this Section 11.1010.8, shall will be in the same proportion as each Lender’s Aggregate Individual 's Commitment was to the Total Commitment immediately prior to the delivery of such Acceleration or Notice occurrence of the Insolvency Event, Event (as the case may be); and (b) the amount of any payment repayment made by or on behalf of the Borrower or any Material Subsidiary Loan Parties under or pursuant to the Loan Documents, any proceeds from the exercise of any rights and remedies of the Agent and the Lenders under the Loan Documents and any distribution or payment received by the Agent or the Lenders with respect to the Borrower and the Material Subsidiaries Loan Parties in the event of any bankruptcy, insolvency, winding-up, liquidation, arrangement, compromise or composition, shall will be applied against by the Outstanding Principal Agent in a manner so that, such that to the extent possible, possible the Outstanding Principal amount of Borrowings owing to each of the Lenders under the Credit Facilities Lender after giving effect to such application will be in the same proportion as each Lender’s Aggregate Individual 's Commitment was to the Total Commitment immediately prior to the delivery of such Acceleration or Notice occurrence of the Insolvency Event, Event (as the case may be. (2) For certainty, from and after the Term Out Date applicable to a Lender under a Credit Facility and its Commitment thereunder: (a) the unutilized portion of such Xxxxxx’s Commitment shall be cancelled pursuant to Section 2.4(2); and (b) the amount of such Xxxxxx’s Commitment for all purposes hereof, including this Section 11.10, shall be the Outstanding Principal owing to such Lender under such Commitment and Credit Facility as at any date of determination. (3) . Each Lender shall, at any time and from time to time at the request of the Agent as required by any Lender, execute and deliver such agreements, instruments and other documents and take such other steps and actions as may be required to confirm, evidence or give effect to the foregoing. (4) For certainty, subject only to an Acceleration or the occurrence of an Insolvency Event, the provisions of this Section 11.10 are unconditional and irrevocable and (a) the Lenders shall be obligated to purchase participations and to effect the transactions and adjustments contemplated by this Section 11.10 and (b) the other provisions hereof shall operate and apply, in each case, in all events and circumstances and irrespective of whether any condition precedent in Article 3 is met.

Adjustments Among Lenders. (1) Notwithstanding anything herein or in any other Document to the contrary, if all Obligations become due and payable pursuant to Section 11.2 (an “Acceleration”) or if an Insolvency Event shall occur and be continuing: (a) each Lender agrees that it shall, at any time or from time to time thereafter at the request of the Agent as required by any Lender, (i) purchase at par on a non-recourse basis a participation in the Loans (including Letters of Credit) owing to each other Lender under the Credit Facilities and (ii) effect such other transactions and make such other adjustments as are necessary or appropriate, in order that the aggregate Outstanding Principal owing to each of the Lenders under the Credit Facilities, as adjusted pursuant to this Section 11.10, shall be in the same proportion as each Lender’s Aggregate Individual Commitment was to the Total Commitment immediately prior to the Acceleration or Insolvency Event, as the case may be; and (b) any payment made by or on behalf of the Borrower or any Material Subsidiary Guarantors under or pursuant to the Documents, any proceeds from the exercise of any rights and remedies of the Agent and the Lenders under the Documents and any distribution or payment received by the Agent or the Lenders with respect to the Borrower and the Material Subsidiaries Guarantors in the event of any bankruptcy, insolvency, winding-up, liquidation, arrangement, compromise or composition, shall be applied against the Outstanding Principal in a manner so that, to the extent possible, the Outstanding Principal owing to each of the Lenders under the Credit Facilities will be in the same proportion as each Lender’s Aggregate Individual Commitment was to the Total Commitment immediately prior to the Acceleration or Insolvency Event, as the case may be. (2) For certainty, from and after the Term Out Date applicable to a Lender under a Credit Facility and its Commitment thereunder: (a) the unutilized portion of such Xxxxxx’s Commitment shall be cancelled pursuant to Section 2.4(22.4(b); and (b) the amount of such Xxxxxx’s Commitment for all purposes hereof, including this Section 11.10, shall be the Outstanding Principal owing to such Lender under such Commitment and Credit Facility as at any date of determination. (3) Each Lender shall, at any time and from time to time at the request of the Agent as required by any Lender, execute and deliver such agreements, instruments and other documents and take such other steps and actions as may be required to confirm, evidence or give effect to the foregoing. (4) For certainty, subject only to an Acceleration or the occurrence of an Insolvency Event, the provisions of this Section 11.10 are unconditional and irrevocable and (a) the Lenders shall be obligated to purchase participations and to effect the transactions and adjustments contemplated by this Section 11.10 and (b) the other provisions hereof shall operate and apply, in each case, in all events and circumstances and irrespective of whether any condition precedent in Article 3 is met.