We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Eligible Currency Clause in Contracts

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 2 contracts

Samples: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Apollo Debt Solutions BDC)

Eligible Currency. (i) For purposes In the case of Section 9.01(a), any amounts on deposit in the Collection Account a Credit Extension to be denominated in any Eligible Currency shall be applied on any Payment Date (i) firstan Alternative Currency, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to currency remains an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined . Each submission by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the Collateral acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower Loans or the Collateral Manager in connection with issuance of any Letters of Credit shall not be deemed a modification or waiver by any Lender or any Issuer of the Accounts and may provide such foreign exchange services to the Borrower provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Collateral Manager itself Lenders or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, Issuers against the Loan Parties as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf a result of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned failure to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Termscomply.

Appears in 2 contracts

Samples: Credit Agreement (Signet Jewelers LTD), Credit Agreement (Signet Jewelers LTD)

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the each Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding three (3) Business Days prior to each Payment Date, to convert amounts on deposit in the applicable Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the applicable Collection Account denominated in an Eligible Currency may be converted by the Collateral Agent at the direction of the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) upon not less than three (3) Business Days’ notice using the Applicable Conversion Rate so long as such conversion (in the determination of the Collateral Manager) does not cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 2 contracts

Samples: Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Diameter Credit Co)

Eligible Currency. (a) Subject to the Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) For purposes repayment of Section 9.01(a), any amounts on deposit Advances in an Eligible Currency other than Dollars shall be made in the Collection Account denominated corresponding Eligible Currency. Each party hereto agrees that the Available Collections and all such other amounts described in any Eligible Currency Section 2.04(a) shall be applied on any Payment Date (i) first, to make in accordance with the priority of payments set forth in such Eligible Currency Section 2.04(a). The Lenders and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Administrative Agent hereby instruct the Collateral Manager using Agent to apply the Applicable Conversion RateAvailable Collections and all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided, provided that such payments shall be subject to availability of such funds pursuant to Section 9.01(a2.04(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (iib) The Collateral Manager Servicer shall instruct the Collateral Agent, no later than on the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars each Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a2.04(a), as applicable (as determined by the Collateral Manager Servicer using the Applicable Conversion Spot Rate). (iiic) Any Principal Proceeds Available Collections on deposit in the Principal Collection Account Subaccount denominated in an Eligible Currency may be converted by the Collateral Manager Administrative Agent into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Spot Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable (i) no Borrowing Base for such Eligible Currency immediately Deficiency exists either prior to and after giving effect theretoto such conversion, and (ii) the converted amounts are used solely for purposes of acquiring a Loan Asset denominated in such other Eligible Currency pursuant to Section 2.18. The Collateral Manager Administrative Agent shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (ivd) If any foreign exchange transaction is required, the Administrative Agent shall instruct the Collateral Agent receives in writing to conduct the foreign exchange transaction at the prevailing Spot Rate one (1) Business Day prior to the conversion date. (e) The parties hereto acknowledge and agree that: (i) the Collateral Agent may rely conclusively on the bases for the prevailing market rate and shall not be held liable for any associated losses (including without limitation any losses incurred on account of the difference between an instruction to effect indicative market rate quoted by the Collateral Agent and the actual market rate prevailing in respect of an executed trade); and (ii) the Collateral Agent may receive any fees and spread on foreign exchange transactions customarily charged by the Collateral Agent in connection with any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized transaction(s) settled pursuant to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Accounts and may provide such foreign exchange services this Agreement solely to the Borrower or the Collateral Manager itself or through any extent of its Affiliates. Administrative Expenses payable to it pursuant to Section 2.04. (f) The Collateral Agent may convert currency itself or through any of its Affiliates BNYM Affiliate and, in those cases, the Collateral Agent or, as the case may be, such the relevant BNYM Affiliate through which currency is converted converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn earns revenue, including, without limitation, transaction spreads and spreads, sales margin, that it will retain for its own account. Any such earned The revenue may be is based on, among other things, the difference between the exchange rate assigned to the FX Transaction currency conversion made under this Agreement and the rate that the Collateral Agent or any of its Affiliates BNYM Affiliate receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for in any FX Transaction currency conversion under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. . (g) The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will transaction may be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, transmitted by the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between depositary and such entity may not be the Borrower foreign exchange counterparty and the Collateral Agent. In such cases, the relevant FX Transaction foreign exchange transaction may not be processed and priced as described in the applicable FX Termsthis Agreement.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Apollo Debt Solutions BDC)

Eligible Currency. USActive 59109857.15 (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral USActive 59109857.15 Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the BorrowerBorrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 1 contract

Samples: Credit and Security Agreement (LGAM Private Credit LLC)

Eligible Currency. (a) Subject to the Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) For purposes repayment of Section 9.01(a), any amounts on deposit Advances in an Eligible Currency other than Dollars shall be made in the Collection Account denominated corresponding Eligible Currency. Each party hereto agrees that the Available Collections and all such other amounts described in any Eligible Currency Section 2.04(a) shall be applied on any Payment Date (i) first, to make in accordance with the priority of payments set forth in such Eligible Currency Section 2.04(a). The Lenders and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Administrative Agent hereby instruct the Collateral Manager using Agent to apply the Applicable Conversion RateAvailable Collections and all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided, provided that such payments shall be subject to availability of such funds pursuant to Section 9.01(a2.04(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (iib) The Collateral Manager Servicer shall instruct the Collateral AgentAccount Bank, no not later than the Determination Date immediately preceding second (2nd) Business Day prior to each Payment Date, to convert amounts on deposit in the Collection Account into Dollars each Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a2.04(a), as applicable (as determined by the Collateral Manager Servicer using the Applicable Conversion Spot Rate). (iiic) Any Principal Proceeds Available Collections on deposit in the Principal Collection Account Subaccount denominated in an Eligible Currency may be converted by the Collateral Manager Account Bank at the direction of the Servicer into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Spot Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable (i) no Borrowing Base for such Eligible Currency immediately Deficiency exists either prior to and after giving effect theretoto such conversion, and (ii) the converted amounts are used solely for purposes of acquiring a Loan Asset denominated in such other Eligible Currency pursuant to Section 2.18. The Collateral Manager Servicer shall provide no less than one two (12) Business Day’s Days’ prior written notice to the Administrative Agent and the Collateral Agent Account Bank of any such conversion. (ivd) If the Collateral Agent receives an instruction to effect any foreign exchange transactionstransaction is required, or cannot comply with instructions without effecting the Administrative Agent shall instruct the Account Bank in writing to conduct the foreign exchange transactions, transaction at the Collateral Agent is authorized prevailing Spot Rate two (2) Business Days prior to enter into spot the conversion date. (e) The parties hereto acknowledge and agree that: (i) the Account Bank may rely conclusively on the bases for the prevailing market rate and shall not be held liable for any associated losses (including without limitation any losses incurred on account of the difference between an indicative market rate quoted by the Account Bank and the actual market rate prevailing in respect of an executed trade); and (ii) the Account Bank may receive any fees and spread on foreign exchange transactions (each, an “FX Transaction”) with customarily charged by the Borrower or the Collateral Manager Account Bank in connection with the Accounts and may provide such any foreign exchange services transaction(s) settled pursuant to this Agreement solely to the Borrower or the Collateral Manager itself or through any extent of its Affiliates. Administrative Expenses payable to it pursuant to Section 2.04. (f) The Collateral Agent Account Bank may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent Account Bank or, as the case may be, such its Affiliate through which currency is converted converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn earns revenue, including, without limitation, transaction spreads and spreads, sales margin, that it will retain for its own account. Any such earned The revenue may be is based on, among other things, the difference between the exchange rate assigned to the FX Transaction currency conversion made under this Agreement and the rate that the Collateral Agent Account Bank or any of its Affiliates Affiliate receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate Account Bank makes no representation that the exchange rate used or obtained for in any FX Transaction currency conversion under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. . (g) The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to transaction may be transmitted by the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction Account Bank to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Termsdepositary.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Diameter Credit Co)

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable USActive 59109857.1659109857.18 Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible Currency CurrencyOutstanding to exceed the applicable Borrowing Base for such Eligible Currency immediately immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the BorrowerBorrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 1 contract

Samples: Credit and Security Agreement (LGAM Private Credit LLC)

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; USActive 59109857.10 provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the BorrowerBorrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.. USActive 59109857.10

Appears in 1 contract

Samples: Credit and Security Agreement (LGAM Private Credit LLC)

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager Servicer using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager Servicer shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager Servicer using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager Servicer into another Eligible Currency on any Business Day (other than a Payment DateDate)upon at least three (3) Business Days’ prior written notice using the Applicable Conversion Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager Servicer shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager Servicer in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager Servicer itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the BorrowerBorrower or the Servicer. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 1 contract

Samples: Credit and Security Agreement (SLR Private Credit BDC II LLC)

Eligible Currency. (a) Subject to the Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) For purposes repayment of Section 9.01(a), any amounts on deposit Advances in an Eligible Currency other than Dollars shall be made in the Collection Account denominated corresponding Eligible Currency. Each party hereto agrees that the Available Collections and all such other amounts described in any Eligible Currency Section 2.04(a) shall be applied on any Payment Date (i) first, to make in accordance with the priority of payments set forth in such Eligible Currency Section 2.04(a). The Lenders and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Administrative Agent hereby instruct the Collateral Manager using Agent to apply the Applicable Conversion RateAvailable Collections and all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided, provided that such payments shall be subject to availability of such funds pursuant to Section 9.01(a2.04(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (iib) The Collateral Manager Servicer shall instruct the Collateral AgentAccount Bank, no not later than the Determination Date immediately preceding second (2nd) Business Day prior to each Payment Date, to convert amounts on deposit in the Collection Account into Dollars each Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a2.04(a), as applicable (as determined by the Collateral Manager Servicer using the Applicable Conversion Spot Rate). (iiic) Any Principal Proceeds Available Collections on deposit in the Principal Collection Account Subaccount denominated in an Eligible Currency may be converted by the Collateral Manager Account Bank at the |US-DOCS\148390876.14|| direction of the Servicer into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Spot Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable (i) no Borrowing Base for such Eligible Currency immediately Deficiency exists either prior to and after giving effect theretoto such conversion, and (ii) the converted amounts are used solely for purposes of acquiring a Loan Asset denominated in such other Eligible Currency pursuant to Section 2.18. The Collateral Manager Servicer shall provide no less than one two (12) Business Day’s Days' prior written notice to the Administrative Agent and the Collateral Agent Account Bank of any such conversion. (ivd) If the Collateral Agent receives an instruction to effect any foreign exchange transactionstransaction is required, or cannot comply with instructions without effecting the Administrative Agent shall instruct the Account Bank in writing to conduct the foreign exchange transactions, transaction at the Collateral Agent is authorized prevailing Spot Rate two (2) Business Days prior to enter into spot the conversion date. (e) The parties hereto acknowledge and agree that: (i) the Account Bank may rely conclusively on the bases for the prevailing market rate and shall not be held liable for any associated losses (including without limitation any losses incurred on account of the difference between an indicative market rate quoted by the Account Bank and the actual market rate prevailing in respect of an executed trade); and (ii) the Account Bank may receive any fees and spread on foreign exchange transactions (each, an “FX Transaction”) with customarily charged by the Borrower or the Collateral Manager Account Bank in connection with the Accounts and may provide such any foreign exchange services transaction(s) settled pursuant to this Agreement solely to the Borrower or the Collateral Manager itself or through any extent of its Affiliates. Administrative Expenses payable to it pursuant to Section 2.04. (f) The Collateral Agent Account Bank may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent Account Bank or, as the case may be, such its Affiliate through which currency is converted converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn earns revenue, including, without limitation, transaction spreads and spreads, sales margin, that it will retain for its own account. Any such earned The revenue may be is based on, among other things, the difference between the exchange rate assigned to the FX Transaction currency conversion made under this Agreement and the rate that the Collateral Agent Account Bank or any of its Affiliates Affiliate receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate Account Bank makes no representation that the exchange rate used or obtained for in any FX Transaction currency conversion under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. . (g) The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to transaction may be transmitted by the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction Account Bank to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Termsdepositary.

Appears in 1 contract

Samples: Loan and Servicing Agreement (Diameter Credit Co)

Eligible Currency. (i) For purposes of Section 9.01(a), any amounts on deposit in the Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of such funds pursuant to Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Eligible Currency may be converted by the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Rate so long as such conversion does not cause Advances outstanding in any Eligible Currency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent and the Collateral Agent of any such conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be processed and priced as described in the applicable FX Terms.

Appears in 1 contract

Samples: Credit and Security Agreement (Fidelity Private Credit Fund)