Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 2 contracts
Sources: Credit Agreement (Steiner Leisure LTD), Credit Agreement (Steiner Leisure LTD)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.11;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent equal to or greater than sixty-six and shall be calculated based upon the average amount by which two thirds percent (66-2/3%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 2 contracts
Sources: Credit Agreement (SCP Pool Corp), Credit Agreement (SCP Pool Corp)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ----------------- Rata Share of any Advance requested or deemed requested by the a Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the applicable Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with ----------- respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ----------- (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether ----------- or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable their respective Pro Rata Share Shares of any such Advance is cured in accordance with Section 9.2(ii), have not been so cured) whose Pro Rata Shares represent at least sixty-six and two-thirds percent (A66-2/3%) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable aggregate Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Bank), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other ObligationsObligations (the amounts so advanced being referred to as "CURE LOANS"). Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Cure Loans;
(iv) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund ----------------- its Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested or deemed requested by the Borrower, either Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the applicable Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply ----------- only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ------------
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage, as applicable, of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not ----------- the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance shall bear interest at the rate applicable to Loans which are Floating Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata ----- Loans, second, ratably to Floating Rate Loans other than those ------ constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to ----- Floating Rate Loans constituting Cure Loans; Loans (it being understood and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share agreed that all payments of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of principal made by the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.Non-U.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata ----------------- Revolving Credit Share of any Advance requested or deemed requested by the Borrower, any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("Cure Loans") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with ----------- respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.6; ------------
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, ----------- and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans ----- constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than ------ those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to ----- Base Rate Loans constituting Cure Loans; and ;
(iv) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders which have funded (excluding all Lenders whose failure to fund their respective Applicable Revolving Credit Shares of such Advance have not been so cured) whose Pro Rata Share Shares represent at least sixty-six and two-thirds (66-2/3%) of the aggregate Pro Rata Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Long Term Credit Agreement (Agribrands International Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the applicable Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the applicable Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Plexus Corp)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata ----------------- Revolving Credit Share of any Advance requested or deemed requested by the Borrower, any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with ----------- respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.6; ------------
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, ----------- and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non ----- Pro Rata Loans, second, ratably to Base Rate Loans other than those ------ constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate ----- Loans constituting Cure Loans; and ;
(iv) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders which have funded (excluding all Lenders whose failure to fund their respective Applicable Revolving Credit Shares of such Advance have not been so cured) whose Pro Rata Share Shares represent at least sixty-six and two-thirds (66-2/3%) of the aggregate Pro Rata Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Long Term Credit Agreement (Agribrands International Inc)
Defaulting Lender. In the event that If any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 SECTION 8.2 shall apply only with respect to the proceeds of payments of the Obligations and shall not affect the conversion or continuation of Loans pursuant to Section SECTION 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2SECTION 8.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure LoansCURE LOANS") andshall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share all other purposes of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, this Agreement shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.treated as if they were Floating Rate Loans;
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by a Borrower (or an Advance to repay Swing Line Loans to the BorrowerSwing Line Bank or Reimbursement Obligations to the Issuing Bank), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the such Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the such Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations77 Obligations (the amounts so advanced being referred to as "CURE LOANS"). Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the a Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Cure Loans;
(iv) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Finishmaster Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share or Syndicated Canadian Pro Rata Share (as applicable) of any Syndicated Global Advance or Syndicated Canadian Advance requested or deemed requested by the Borrower, applicable Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan")”) or any Lender otherwise becomes a Defaulting Lender, until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Global Administrative Agent by the any Borrower and otherwise required to be applied to such Lender's ▇▇▇▇▇▇’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Global Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Defaulting Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Syndicated Global Advance or Syndicated Canadian Pro Rata Share of any Syndicated Canadian Advance at such time as an amount equal to such Defaulting Lender's ’s original Applicable Pro Rata Share or Syndicated Canadian Pro Rata Share (as applicable) of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Defaulting Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Sources: 5 Year Credit Agreement
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable their respective Pro Rata Share Shares of any such Advance is cured in accordance with Section 9.2(ii), have not been so cured) whose Pro Rata Shares represent sixty-six and two-thirds percent (A66 2/3%) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable aggregate Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund ----------------- its Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested or deemed requested by the Borrower, either Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the applicable Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall ----------- apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ------------
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage, as applicable, of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect ----------- thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance shall bear interest at the rate applicable to Loans which are Floating Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans ----- constituting Non Pro Rata Loans, second, ratably to Floating Rate ------ Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Floating Rate Loans constituting Cure Loans----- Loans (it being understood and agreed that all payments of principal made by the Non-U.S. Subsidiary Borrower shall be applied as set forth above only to Loans made to the Non-U.S. Subsidiary Borrower);
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective applicable Percentages of such Advance have not been so cured) whose Percentage represents at least fifty-one percent (51%) of the aggregate Percentages of such Lenders; and and
(vi) for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance is cured in accordance with Section 9.2(ii------- 8.2(ii), (A) such Lender shall not be entitled to and the Borrowers ------- shall not be required to pay any commitment facility fees with respect to its Commitments and (B) such Lender shall not be entitled to and the Borrowers shall not be required to pay any letter of credit fees, fees which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall would otherwise be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing payable to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of CreditLender.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrowers (or requested by an Issuing Bank or the Swing Line Bank in connection with the participation in Letters of Credit or Swing Line Loans), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers (or Issuing Bank or Swing Line Bank, as applicable) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's ’s original Applicable applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrowers (or Issuing Bank or Swing Line Bank, as applicable), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrowers to cure, in full or in part, any such Lender’s failure to fund its applicable Pro Rata Share of any Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's ’s cure of the failure to fund its Applicable applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders ("Cure Loans"excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose applicable Pro Rata Shares represent greater than or equal to fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders; and, third, ratably to Loans constituting Cure Loans; and
(vi) for so long as and until any such Lender's ’s failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment, and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of CreditCredit and Swing Line Loans.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ------------------ Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only ------------ with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ------------ (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro ----------- Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance at such time time, within five (5) Business Days after such failure, as an amount equal to such Lender's original Applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, the term "Required Lenders" and "Required Revolving Loan Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Revolving Loan Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares or Revolving Loan Pro Rata Shares, as applicable, represent at least sixty-six and two thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders or Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.as applicable; and
Appears in 1 contract
Sources: Credit Agreement (Printpack Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrowers (or requested by the Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers (or Issuing Bank) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrowers (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrowers to cure, in full or in part, any such Lender's failure to fund its applicable Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower Borrowers as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose applicable Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any the Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such the Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any the Advance at such time as an amount equal to such Lender's ’s original Applicable Pro Rata Share of the requested principal portion of such the Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of the Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Floating Rate Loans constituting Cure Loans; for so long as and until the earlier of any such Lender’s cure of the failure to fund its Pro Rata Share of the Advance and the termination of the Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of the Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and for so long as and until any such Lender's ’s failure to fund its Applicable Pro Rata Share of any the Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees Facility Fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit feesCommitment or Loans, which commitment fees and letter of credit fees Facility Fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested the Advance, and shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Creditor Loans.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Energizer Holdings Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans; 101
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Schawk Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable their respective Pro Rata Share Shares of any such Advance is cured in accordance with Section 9.2(ii), have not been so cured) whose Pro Rata Shares represent at least FIFTY-ONE percent (A51%) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable aggregate Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Homeusa Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Syndicated Global Advance requested or deemed requested by the Borrower, applicable Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan")”) or any Lender otherwise becomes a Defaulting Lender, until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Global Administrative Agent by the any Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Global Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Defaulting Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Syndicated Global Advance at such time as an amount equal to such Defaulting Lender's ’s original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Defaulting Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to any Borrower to cure, in full or in part, any such Defaulting Lender’s failure to fund its Pro Rata Share of any Syndicated Global Advance shall bear interest at the rate applicable to Syndicated Global Loans which are Base Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the any Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the 50 outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans;
(v) for so long as and until the earlier of any such Defaulting Lender’s cure of all matters that caused such Lender to be a Defaulting Lender and the termination of the Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Defaulting Lenders) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and and
(vi) for so long as and until any such Defaulting Lender's failure ’s cure of all matters that caused such Lender to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii)be a Defaulting Lender, (A) such Defaulting Lender shall not be entitled to any commitment fees, and no fees shall accrue, with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of CreditCommitment.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Revolving Credit Share or Alternate Currency Share of any Advance requested or deemed requested by the Borrower, any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share or Alternate Currency Share, as applicable, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share or Alternate Currency Share, as applicable, of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to any Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Credit Share of any Advance shall bear interest at the rate applicable to Base Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Revolving Credit Share or Alternate Currency Share, as applicable, of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Revolving Credit Shares or Alternate Currency Share, as applicable, of such Advance have not been so cured) whose Pro Rata Shares represent at least sixty-six and two-thirds (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and and
(vi) for so long as and until any such Lender's failure to fund its Applicable Pro Rata Revolving Credit Share or Alternate Currency Share, as applicable, of any Advance is cured in accordance with Section 9.2(ii8.2(ii), (A) such Lender shall not be entitled to any commitment facility fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment facility fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advancenon-defaulting, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable their respective Pro Rata Share Shares of any such Advance is cured in accordance with Section 9.2(ii), have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (A51%) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable aggregate Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Metals Usa Inc)
Defaulting Lender. In the event that any Revolving Lender fails to fund its Applicable Revolving Loan Pro Rata Share of any Revolving Advance requested or deemed requested by the Borrower, Borrower which such Revolving Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA REVOLVING LOAN"), until the earlier of such Revolving Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Revolving Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent ("CURE LOANS") on behalf of such Revolving Lender to cure, in full or in part, such failure by such Revolving Lender, but shall nevertheless be deemed to have been paid to such Revolving Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Revolving Lender shall be deemed to have cured its failure to fund its Applicable Revolving Loan Pro Rata Share of any Revolving Advance at such time as an amount equal to such Revolving Lender's original Applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Revolving Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Revolving Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Revolving Lender's failure to fund its Revolving Loan Pro Rata Share of any Revolving Advance shall bear interest at the rate applicable to Revolving Loans which are Base Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Revolving Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Revolving Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans; and and
(v) for so long as and until any such Revolving Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Revolving Advance is cured in accordance with Section 9.2(ii8.2(ii), (A) such Revolving Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment and (B) such Revolving Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Revolving Lenders which have funded their respective Applicable Revolving Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Revolving Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Aggregate Revolving Loan Commitments Commitment of such performing Revolving Lenders exceeds the sum of (I) the outstanding principal amount of the Revolving Loans owing to such performing Revolving Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Revolving Lenders, plus (III) the aggregate participation interests of such performing Revolving Lenders arising pursuant to Section 3.6 2.20 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ------------------ Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Banks), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ------------ (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Sources: Revolving Credit Agreement (Energizer Holdings Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.mean
Appears in 1 contract
Sources: Credit Agreement (Schawk Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Revolving Credit Share of any Advance requested or deemed requested by the Borrower, either Brightpoint or BPI which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.8; 115 125
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to either Brightpoint or BPI to cure, in full or in part, any such Lender's failure to fund its Revolving Credit Share of any Advance shall bear interest at the rate applicable to Base Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans; and ;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders which have funded (excluding all Lenders whose failure to fund their respective Applicable Revolving Credit Shares of such Advance have not been so cured) whose Pro Rata Share Shares represent at least sixty-six and two-thirds (66-2/3%) of the aggregate Pro Rata Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Acquisition Loan Pro Rata Share and/or Revolving Loan Pro Rata Share, as applicable, of any Advance requested or deemed requested by the BorrowerBorrower (or requested by an Issuing Bank or the Swing Line Bank in connection with the participation in Letters of Credit or Swing Line Loans), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower (or the Issuing Bank or Swing Line Bank, as applicable) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share, as applicable, of any Advance at such time as an amount equal to such Lender's original Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share, as applicable, of the requested principal portion of such Advance is fully funded to the BorrowerBorrower (or Issuing Bank or Swing Line Bank, as applicable), whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share and/or Acquisition Loan Pro Rata Share, as applicable, of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, thirdTHIRD, ratably to Floating Rate Loans constituting Cure Loans; and ;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.or
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share Term Loan or its Commitments of any Advance Revolving Loan Borrowing requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders Borrowing being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and or the termination of the Revolving Loan Commitments, upon the Borrower's request, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 9.17 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.15;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Term Loan or its Revolver Pro Rata Share of any Advance Revolving Loan Borrowing at such time as an amount equal to such Lender's Term Commitment or original Applicable Revolver Pro Rata Share of the requested principal portion of such Advance Borrowing is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, 9.17 and whether or not the Non Pro Rata Loan with respect thereto has been repaidbeen, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Term Loan or its Revolver Pro Rata Share of any Borrowing ("Cure Loans") shall bear interest at the rate applicable to ABR Borrowings under Section 2.10 in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were ABR Loans;
(iv) regardless of whether or not a an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, which would be applied to the outstanding ABR Loans shall be applied first, ratably to all ABR Loans constituting Non Pro Rata Loans, second, ratably to ABR Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to ABR Loans constituting Cure Loans; and ;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Term Loan or its Revolver Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Borrowing and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the terms "Required Lenders", "Required Term Lenders" and "Required Revolving Credit Lenders" for all purposes of this Agreement shall exclude all Lenders which have funded whose failure to fund their respective Applicable Term Loans or Revolver Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.Borrowing have not been so cured; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent greater than 50.1% of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by a Borrower (or an Advance to repay Swing Line Loans to the BorrowerSwing Line Bank or Reimbursement Obligations to the Issuing Bank), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the such Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the such Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other ObligationsObligations (the amounts so advanced being referred to as “Cure Loans”). Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's ’s original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the a Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Cure Loans;
(iv) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's ’s cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders ("Cure Loans"excluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent of the aggregate Pro Rata Shares of such Lenders; and, third, ratably to Loans constituting Cure Loans; and
(v) for so long as and until any such Lender's ’s failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 3.5 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time time, within five (5) Business Days after such failure, as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent at least sixty-six and shall be calculated based upon the average amount by which two thirds percent (66-2/3%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Printpack Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Acquisition Loan Pro Rata Share and/or Revolving Loan Pro Rata Share, as applicable, of any Advance requested or deemed requested by the BorrowerBorrower (or requested by an Issuing Bank or the Swing Line Bank in connection with the participation in Letters of Credit or Swing Line Loans), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower (or the Issuing Bank or Swing Line Bank, as applicable) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share, as applicable, of any Advance at such time as an amount equal to such Lender's original Applicable Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share, as applicable, of the requested principal portion of such Advance is fully funded to the BorrowerBorrower (or Issuing Bank or Swing Line Bank, as applicable), whether made by such Lender itself or 96 by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share and/or Acquisition Loan Pro Rata Share, as applicable, of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Tranche A Pro Rata Share, Tranche B Pro Rata Share, Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share, as applicable, of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective pro rata shares of such Advance have not been so cured) whose Tranche A Pro Rata Shares, Tranche B Pro Rata Shares, Revolving Loan Pro Rata Shares and/or Acquisition Loan Pro Rata Shares, as applicable, represent equal to or greater than sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and and
(vi) for so long as and until any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share and/or Acquisition Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment and Acquisition Facility Commitment and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Revolving Loan Pro Rata Share or Acquisition Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments and Acquisition Facility Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments and Acquisition Facility Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.Credit and Swing Line Loans. 97
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Banks), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's ’s original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's ’s cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders ("Cure Loans"excluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Pro Rata Shares of such Lenders; and, third, ratably to Loans constituting Cure Loans; and
(vi) for so long as and until any such Lender's ’s failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees Facility Fees with respect to its Commitments Revolving Loan Commitment and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees Facility Fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Sources: Revolving Credit Agreement (Energizer Holdings Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable their respective Pro Rata Share Shares of any such Advance is cured in accordance with Section 9.2(ii), have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (A51%) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable aggregate Pro Rata Share Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Metals Usa Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Supplemental Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Supplemental Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Supplemental Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; Obligations;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Supplemental Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Supplemental Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Supplemental Advance ("CURE LOANS") shall bear interest at the rate applicable to the Supplemental Loans and for all other purposes of this Agreement shall be treated as if they were Supplemental Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with of the other terms of this Agreement, would be applied to the outstanding Loans Obligations shall be applied firstFIRST, ratably to all Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Loans Supplemental other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, thirdTHIRD, ratably to Loans constituting Cure Loans; and ;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Supplemental Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Supplemental Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Supplemental Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Binks Sames Corp)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ------------------ Rata Share of any the Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such the Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ------------ (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any the Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such the Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Sources: 364 Day Bridge Term Loan Credit Agreement (Energizer Holdings Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or requested by an Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower (or Issuing Bank) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's ’s original Applicable applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrower (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its applicable Pro Rata Share of any Advance (“Cure Loans”) shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's ’s cure of the failure to fund its Applicable applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders ("Cure Loans"excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose applicable Pro Rata Shares represent greater than sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and, third, ratably to Loans constituting Cure Loans; and
(vi) for so long as and until any such Lender's ’s failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment, and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the applicable Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the applicable Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10Obligations; any such Lender shall be deemed to have cured its failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Revolving Loan Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Revolving Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
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Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the any Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata NON PRO RATA Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the such Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the such Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the applicable Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (American Architectural Products Corp)
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or requested by an Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower (or Issuing Bank) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrower (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its applicable Pro Rata Share of any Advance ("Cure Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans"excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose applicable Pro Rata Shares represent greater than sixty-six and two-thirds percent (66-2/3%) of the aggregate Pro Rata Shares of such Lenders; and, third, ratably to Loans constituting Cure Loans; and
(vi) for so long as and until any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments Revolving Loan Commitment, and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
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Defaulting Lender. In the event that any Lender fails to fund its Applicable ----------------- Pro Rata Share of any Advance requested or deemed requested by the Borrower, any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 8.2 ----------- shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section ------- 2.10; (ii) any such Lender shall be deemed to have cured its failure to fund ---- its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.-----------
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrowers (or requested by the Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers (or Issuing Bank) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.11;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrowers (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrowers to cure, in full or in part, any such Lender's failure to fund its applicable Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower Borrowers as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose applicable Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share ----------------- Percentage of any Advance requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent ("Cure Loans") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply ----------- only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10------- 2.9; --- (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.'s
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Syndicated Global Advance requested or deemed requested by the Borrower, applicable Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "“Non Pro Rata Loan"”), until the earlier of such Lender's ’s cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Global Administrative Agent by the any Borrower and otherwise required to be applied to such Lender's ’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the applicable Borrower by the Global Administrative Agent (“Cure Loans”) on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Syndicated Global Advance at such time as an amount equal to such Lender's ’s original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to any Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Syndicated Global Advance shall bear interest at the rate applicable to Syndicated Global Loans which are Base Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the any Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans;
(v) for so long as and until the earlier of any such Lender’s cure of the failure to fund its Pro Rata Share of any Syndicated Global Advance and the termination of the Commitments, the term “Required Lenders” for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty-one percent (51%) of the aggregate Pro Rata Shares of such Lenders; and and
(vi) for so long as and until any such Lender's ’s failure to fund its Applicable Pro Rata Share of any Syndicated Global Advance is cured in accordance with Section 9.2(ii8.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit feesCommitment, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, Advance and shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Revolving Credit Share of any Advance requested or deemed requested by the Borrower, either Brightpoint or BPI which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("Cure Loans") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to either Brightpoint or BPI to cure, in full or in part, any such Lender's failure to fund its Revolving Credit Share of any Advance shall bear interest at the rate applicable to Base Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.,
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section SECTION 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance at such time as an amount equal to such Lender's original Applicable Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, thirdTHIRD, ratably to Floating Rate Loans constituting Cure Loans; and ;
(v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of such Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Credit Agreement (Ifr Systems Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ------------------ Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Banks), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ------------ (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Bank), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other ObligationsObligations (the amounts so advanced being referred to as "CURE LOANS"). Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Cure Loans;
(iv) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term (x) "Cure Loans") and, third, ratably to Loans constituting Cure Loans; and Required Lenders" for so long as and until any such Lender's purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among Advance have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Pro Rata Shares of such performing Lenders ratably based upon their relative Revolving Loan CommitmentsLenders, and (y) "Supermajority Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Share of such Advance have not been so cured) whose Pro Rata Shares represent at least seventy-five percent (75%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders the non-defaulting Lender(s) being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 SECTION 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section SECTION 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2SECTION 8.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance have not been so cured) whose Pro Rata Shares represent equal to or greater than sixty-six and shall be calculated based upon the average amount by which two thirds percent (66-2/3%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro ------------------ Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (i) the foregoing provisions of this Section 9.2 shall apply only with ------------ respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.9; ------------ (ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with ----------- respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.;
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrower (or an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement Obligations to the Issuing Bank), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; SECTION 2.9;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.19; any such Lender shall be deemed to have cured its failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Loans shall be applied first, ratably to all Loans constituting Non Pro Rata Loans, second, ratably to Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Revolving Loan Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Revolving Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE Loans") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of Lenders; provided, that if any Lender (I) the outstanding principal amount of the Loans owing other than a Lender whose failure to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests find its Pro Rata Share of such performing Lenders arising pursuant Advance has not been so cured) shall have a Pro Rata Share greater than fifty percent (50%), "Required Lenders" shall mean such Lender plus at least one additional Lender (other than a Lender whose failure to Section 3.6 with respect to undrawn and outstanding Letters find its Pro Rata Share of Credit.such Advance has not been cured); and
Appears in 1 contract
Sources: Credit Agreement (Schawk Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata ----------------- Revolving Credit Share of any Advance requested or deemed requested by the Borrower, any Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with ----------- respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.102.6; ------------
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Revolving Credit Share of the requested principal portion of such Advance is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, ----------- and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the applicable Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans ----- constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than ------ those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to ----- Base Rate Loans constituting Cure Loans; and ;
(iv) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Revolving Credit Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders which have funded (excluding all Lenders whose failure to fund their respective Applicable Revolving Credit Shares of such Advance have not been so cured) whose Pro Rata Share Shares represent at least sixty-six and two-thirds (66-2/3%) of the aggregate Pro Rata Shares of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Sources: Long Term Credit Agreement (Agribrands International Inc)
Defaulting Lender. In the event that any Lender fails to fund its Applicable applicable Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the BorrowerBorrowers (or requested by the Issuing Bank in connection with the participation in Letters of Credit), which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Borrowers and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower Borrowers (or Issuing Bank) by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Revolving Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable applicable Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the BorrowerBorrowers (or Issuing Bank), whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrowers to cure, in full or in part, any such Lender's failure to fund its applicable Revolving Loan Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower Borrowers as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable applicable Revolving Loan Pro Rata Share of any Advance ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and the term "Required Lenders" for purposes of this Agreement shall be calculated based upon the average amount by which mean Lenders (excluding all Lenders whose failure to fund their respective Revolving Loan Pro Rata Shares of such Advance have not been so cured) whose applicable Revolving Loan Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Revolving Loan Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section SECTION 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section SECTION 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance at such time as an amount equal to such Lender's original Applicable Revolving Loan Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section SECTION 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Revolving Loan Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied firstFIRST, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, secondSECOND, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, THIRD, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Revolving Loan Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Revolving Loan Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent at least fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Syndicated Advance requested or deemed requested by the Borrower, Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent ("CURE LOANS") on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 8.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; 2.8;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share of any Syndicated Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.28.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Syndicated Advance shall bear interest at the rate applicable to Syndicated Loans which are Base Rate Loans, in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Applicable Pro Rata Share of any Advance ("Cure Loans") Loans and, third, ratably to Base Rate Loans constituting Cure Loans; and (v) for so long as and until the earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Syndicated Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor the termination of the Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders which have funded (excluding all Lenders whose failure to fund their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which Advance have not been so cured) whose Pro Rata Shares represent greater than fifty percent (50%) of the aggregate Revolving Loan Commitments Pro Rata Shares of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.; and
Appears in 1 contract
Defaulting Lender. In the event that any Lender fails to fund its Applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower, which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Advance funded by any other Lenders being hereinafter referred to as a "Non Pro Rata LoanNON PRO RATA LOAN"), until the earlier of such Lender's cure of such failure and the termination of the Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Lender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: :
(i) the foregoing provisions of this Section 9.2 shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 2.10; ;
(ii) any such Lender shall be deemed to have cured its failure to fund its Applicable Pro Rata Share Share, of any Advance at such time as an amount equal to such Lender's original Applicable Pro Rata Share of the requested principal portion of such Advance is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 9.2, and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; ;
(iii) amounts advanced to the Borrower to cure, in full or in part, any such Lender's failure to fund its Pro Rata Share of any Advance ("CURE LOANS") shall bear interest at the rate applicable to Floating Rate Loans in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Floating Rate Loans;
(iv) regardless of whether or not a Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Agreement, would be applied to the outstanding Floating Rate Loans shall be applied first, ratably to all Floating Rate Loans constituting Non Pro Rata Loans, second, ratably to Floating Rate Loans other than those constituting Non Pro Rata Loans or amounts advanced Cure Loans and, third, ratably to Floating Rate Loans constituting Cure Loans;
(v) for so long as and until the Borrower to cure, in full or in part, earlier of any such Lender's cure of the failure to fund its Applicable Pro Rata Share of any Advance and the termination of the Revolving Loan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders ("Cure Loans") and, third, ratably to Loans constituting Cure Loans; and for so long as and until any such Lender's excluding all Lenders whose failure to fund its Applicable Pro Rata Share of any Advance is cured in accordance with Section 9.2(ii), (A) such Lender shall not be entitled to any commitment fees with respect to its Commitments and (B) such Lender shall not be entitled to any letter of credit fees, which commitment fees and letter of credit fees shall accrue in favor of the Lenders which have funded their respective Applicable Pro Rata Share of such defaulting Lender's requested Advance, shall be allocated among such performing Lenders ratably based upon their relative Revolving Loan Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitments of such performing Lenders exceeds the sum of (IAdvance have not been so cured) the outstanding principal amount of the Loans owing to such performing Lenders, plus (II) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.6 with respect to undrawn and outstanding Letters of Credit.whose Pro Rata Shares represent greater than fifty
Appears in 1 contract
Sources: Credit Agreement (Schawk Inc)