Cure. If Borrower, Administrative Agent, each L/C Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 7 contracts
Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer a Defaulting be deemed to be an Impaired Lender, the Administrative Agent will so notify the parties heretoBorrower and the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))notice, (x) such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the such Revolving Exposure and L/C Liabilities of the Lenders Lender’s Pro Rata Share to be on a pro rata basis in accordance with their respective Commitmentsits Revolving Commitment, whereupon such Revolving Lender will cease to be a Defaulting an Impaired Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Impaired Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was a Defaulting an Impaired Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Impaired Lender to Non-Defaulting Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Revolving Lender having been a Defaulting an Impaired Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 7 contracts
Samples: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)
Cure. If the Borrower, Administrative Agent, each L/C the Issuer and the Swing Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective closing date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.18(a) (Defaulting Lender)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsRevolving Credit Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 2.18 will terminate and the each applicable Issuer and Swing Lender will cause any cash collateral posted with respect to their respective Letter of Credit Obligations or Swing Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 6 contracts
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Inc)
Cure. If any Borrower, the Administrative Agent, each L/C Lender Agent and the Issuer agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective Commitmentsits Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Howmet Aerospace Inc.), Assignment and Assumption (Alcoa Inc), Assignment and Assumption (Alcoa Inc)
Cure. If Holdings, the Borrower, the Administrative Agent, Agent and each L/C Lender Issuer agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure such Lender to hold Loans and L/C Liabilities participate in Letter of the Lenders to be on a pro rata basis Credit Obligations in accordance with their respective Commitmentsits Ratable Portion, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and the relevant Applicant shall be released from the cash collateralization requirements set forth in Sections 2.23(a)(ii) with respect to the unreallocated portion relating to such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Alcoa Upstream Corp), Revolving Credit Agreement (Alcoa Upstream Corp), Restatement Agreement (Alcoa Corp)
Cure. If the Borrower, Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective closing date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.15(a)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Pro Rata Share to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 2.15 will terminate and the L/C Issuer and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.), Credit Agreement (B&H Contracting, L.P.)
Cure. If the Borrower, the Administrative Agent, each Agent and the L/C Lender Issuer agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the each Lender’s obligations in respect of outstanding Revolving Exposure Loans and L/C Liabilities Letters of the Lenders Credit to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Non-Extending Revolving Credit Lender (as defined in the Second Amendment Agreement) that did not execute the Second Amendment Agreement on or prior to the Second Restatement Effective Date) that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Credit Agreement (CRC Health CORP), Credit Agreement (CRC Health CORP), Credit Agreement (CRC Health CORP)
Cure. If the Borrower, the Administrative Agent, each L/C Lender the Issuing Bank and the Swingline Lenders agree in writing in their discretion that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(b)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, LC Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 4 contracts
Samples: Senior Secured Credit Agreement (Solar Capital Ltd.), Senior Secured Credit Agreement (Solar Capital Ltd.), Secured Credit Agreement (Solar Capital Ltd.)
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Lender that did not execute the Amendment and Restatement Agreement on or prior to the Restatement Date) that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Credit Agreement (iHeartCommunications, Inc.), Credit Agreement (Clear Channel Communications Inc), Possession Credit Agreement (iHeartMedia, Inc.)
Cure. If BorrowerBorrowers’ Agent, Administrative Agent, each L/C Lender the Issuing Lenders and the Overdraft Providers agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.13(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Revolving Loans of the other Lenders (together with any break funding incurred by such other Lenders) and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the total Multicurrency Revolving Exposure Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and L/C Liabilities Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitments under the applicable Revolving Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Intercreditor Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc), Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc)
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Revolving Credit Lender on the Restatement Effective Date that did not execute the Amendment Agreement on or prior to the Restatement Effective Date) that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Cure. If Borrowerthe Company, Administrative Agent, each L/C Lender the Issuing Lenders and the Swing Loan Lenders agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date Effective Date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a7.18(a) (Defaulting Lender)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Multi-Currency Commitment Percentage to be on a pro rata basis in accordance with their respective CommitmentsMulti-Currency Commitment, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 7.18 will terminate and the each applicable Issuing Lender and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the applicable Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp)
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is no longer a Defaulting Lender, as the case may be, should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities participations in Loans of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the participations in Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Sunoco Logistics Partners L.P.), Credit Agreement (Sunoco Logistics Partners L.P.), Credit Agreement (Sunoco Logistics Partners L.P.)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Banks and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.22(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Loans Revolving Credit Advances of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Advances, Facility Letter of Credit participation obligations pursuant to Section 4.6 and L/C Liabilities Swing Line Advance participation obligations pursuant to Section 2.19 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Toll Brothers Inc), Credit Agreement (Toll Brothers Inc)
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Campbell Alliance Group Inc), Credit Agreement (Campbell Alliance Group Inc)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.20(b)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure, LC Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (PharMerica CORP), Credit Agreement (PharMerica CORP)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Revolving Loans, Swingline Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Government Properties Income Trust), Purchase Agreement (CommonWealth REIT)
Cure. If the Borrower, the Administrative Agent, each Agent and the L/C Lender Issuer agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure each Lender’s obligations in respect of outstanding Loans and L/C Liabilities Letters of the Lenders Credit to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Cure. If BorrowerLiventArcadium, Administrative AgentAgent and the Issuing Banks, each L/C Lender as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.13(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Xxxxxx’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Xxxxxx having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Dunkin' Brands Group, Inc.), Credit Agreement (Dunkin' Brands Group, Inc.)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(c)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, LC Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Cure. If Borrower, the Issuer and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting LenderCommitted Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in therein, such Committed Purchaser shall purchase such portions of the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans Class B Principal Balance of the other Lenders Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities Committed Purchasers to hold a portion of the Lenders to be Class B Principal Balance on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will Committed Purchaser shall cease to be a Defaulting Lender Committed Purchaser and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Committed Purchaser; provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of Borrower while such Lender Committed Purchaser was a Defaulting LenderCommitted Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender Committed Purchaser to Non-Defaulting Lender will Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such LenderCommitted Purchaser’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerCommitted Purchaser.
Appears in 2 contracts
Samples: Class B Note Purchase Agreement (Americredit Corp), Omnibus Amendment (Americredit Corp)
Cure. If the Borrower, the Administrative Agent, each L/C Lender Agent and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.22(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Loans Revolving Credit Advances of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Advances and L/C Liabilities Facility Letter of Credit participation obligations pursuant to Section 4.6 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Toll Brothers, Inc.), Credit Agreement (Toll Brothers Inc)
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender (other than any Lender that did not execute the Amendment Agreement on or prior to the Restatement Date) that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Cure. If the Borrower, Administrative Agent, each L/C Lender the Issuer and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a) (Defaulting Lender)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; Lender and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Tenet Healthcare Corp), Credit Agreement (Tenet Healthcare Corp)
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective Commitmentsits Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Xxxxxx having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Term Loan Agreement (Howmet Aerospace Inc.), Term Loan Agreement (Howmet Aerospace Inc.)
Cure. If Borrowerthe Borrowers, the Administrative Agent, each L/C the Letter of Credit Issuer and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, Letter of Credit Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Management Shareholder Agreement (Railamerica Inc /De), Credit Agreement (Railamerica Inc /De)
Cure. If Borrower, the Issuer and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting LenderCommitted Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in therein, such Committed Purchaser shall purchase such portions of the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans Class A Principal Balance of the other Lenders Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities Committed Purchasers to hold a portion of the Lenders to be Class A Principal Balance on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will Committed Purchaser shall cease to be a Defaulting Lender Committed Purchaser and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Committed Purchaser; provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of Borrower while such Lender Committed Purchaser was a Defaulting LenderCommitted Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender Committed Purchaser to Non-Defaulting Lender will Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such LenderCommitted Purchaser’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerCommitted Purchaser.
Appears in 2 contracts
Samples: Class a Note Purchase Agreement (Americredit Corp), Omnibus Amendment (Americredit Corp)
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer, the Swing Line Lender and the Foreign Currency Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and L/C Liabilities Foreign Currency Loan participation pursuant to Section 2.18 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Cure. If Borrowerthe Company, Administrative AgentAgent and the Issuer, each L/C Lender as applicable, agree in writing in their discretion that an LC Participant that is a Lender is Defaulting LC Participant should no longer be deemed to be a Defaulting LenderLC Participant, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a) (Defaulting LC Participant)), (x) such Lender LC Participant will, to the extent applicable, purchase at par such portion of outstanding Loans LC Disbursements of the other Lenders LC Participants and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such LC Participant’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsLC Commitment, whereupon such Lender LC Participant will cease to be a Defaulting Lender LC Participant and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)LC Participant; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Company while such Lender LC Participant was a Defaulting LenderLC Participant; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender LC Participant to Non-Defaulting Lender LC Participant will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s LC Participant having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerLC Participant.
Appears in 2 contracts
Samples: 6 (Tenet Healthcare Corp), Credit Facility Agreement (Tenet Healthcare Corp)
Cure. If Borrower, the Issuer and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting LenderCommitted Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in therein, such Committed Purchaser shall purchase such portions of the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans Class C Principal Balance of the other Lenders Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/Committed Purchasers to hold a portion of Class C Liabilities of the Lenders to be Principal Balance on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will Committed Purchaser shall cease to be a Defaulting Lender Committed Purchaser and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Committed Purchaser; provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of Borrower while such Lender Committed Purchaser was a Defaulting LenderCommitted Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender Committed Purchaser to Non-Defaulting Lender will Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such LenderCommitted Purchaser’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerCommitted Purchaser.
Appears in 2 contracts
Samples: Omnibus Amendment (Americredit Corp), Class C Note Purchase Agreement (Americredit Corp)
Cure. If the Borrower, the Administrative Agent, each L/C Lender and the Issuing Banks agree in writing in their discretion that a Bank that is a Defaulting Lender is or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.21(b)), (x) such Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Loans Advances of the other Lenders Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure and L/C Liabilities Exposure of the Lenders Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender Bank will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the Revolving Credit Exposure and L/C Exposure of each Lender Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender Bank was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderBank’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Assignment and Acceptance (Kbr, Inc.), Revolving Credit Agreement (Kbr, Inc.)
Cure. If the Borrower, the Administrative Agent, Agent and each L/C Lender Issuing Bank agree in writing in their discretion that a Bank that is a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Committed Credit Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Committed Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (MEADWESTVACO Corp), Credit Agreement (MEADWESTVACO Corp)
Cure. If BorrowerBorrowers, Administrative Agent, each L/C Swing Line Lender and Issuing Bank may agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative and Agent will so shall notify the parties hereto, whereupon as Lenders in writing of such agreement. As of the effective date specified set forth in such written notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))Lenders, (x) such that Lender will, to the extent applicable, purchase at par such that portion of outstanding Loans of the other Lenders and/or make or take such other adjustments actions as Administrative the Agent may determine to be necessary to cause the Revolving Exposure Loans and L/C Liabilities funded and unfunded participations in Letters of Credit and Swingline Loans to be held Pro Rata by the Lenders to be on a pro rata basis in accordance with their respective Commitmentsthe Commitments (including without limitation, whereupon reimbursement, to the extent applicable, of any costs of the type described in Section 3.9 incurred by any non-Defaulting Lender), whereupon, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such that Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bespoke Capital Acquisition Corp), Loan and Security Agreement (Bespoke Capital Acquisition Corp)
Cure. If Borrower, Administrative Agent, each L/C Agent and Issuing Lender agree in writing in their discretion that they have reasonably determined that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the Term Loan Exposure, Revolving Loan Exposure and LC Exposure, as applicable, of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and providedprovided further that, furtherexcept to the extent otherwise expressly agreed by the affected parties, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (EngageSmart, LLC), Credit Agreement (EngageSmart, LLC)
Cure. If Borrower, Administrative Agent, each L/C Lender agree in writing in their discretion the Borrower determines that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, Administrative Agent the Borrower will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.15(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities total Term Commitments pursuant to Section 2.01 of the Term Lenders to be on a pro rata basis in accordance with their respective Term Commitments, whereupon such Term Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Term Commitments and Term Loans of each Term Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Hovnanian Enterprises Inc), Credit Agreement (Hovnanian Enterprises Inc)
Cure. If Borrower, Borrower and Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitmentsnecessary, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of the Borrower or any other party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.24(b)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and Facility Credit Exposure, Revolving L/C Liabilities Exposure and Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective Commitmentsits Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Administrative Borrower, the Administrative Agent, each the L/C Issuers and any Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon (as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Revolving Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Excel Trust, Inc.)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Revolving Lenders in the Revolving Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Commitments, Revolving Exposure Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i), Swing Line Loan participation pursuant to Section 2.04(c) and L/C Liabilities Protective Advance participation pursuant to Section 2.17(b) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, Administrative Agent, each L/C Lender the Issuer and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a) (Defaulting Lender)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders at par and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.the AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
Appears in 1 contract
Cure. If Borrowerthe Company, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Loans, Letter of Credit participation pursuant to Section 2.03(b)(ii) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(a) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Company or the Dutch Borrower, as applicable, while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Cure. If the Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(b)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Committed Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and participations in Committed Loans, L/C Liabilities Exposure and Swing Line Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the participations in Committed Loans, L/C Obligations and Swing Line Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If any Borrower, the Administrative Agent, each L/C Lender Agent and the Issuer agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective Commitmentsits Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender Lxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lxxxxx having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03(c) and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04(c) of the Revolving Credit Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Revolving Credit Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Revolving Credit Commitments and Revolving Credit Loans of each Revolving Credit Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, Administrative Agent, Agent and each L/C Issuing Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice (and agreed to by Borrower) and subject to any conditions set forth therein (which may include arrangements with respect and agreed to any amounts then held in the segregated account referred to in Section 2.14(a)), (xby Borrower) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Nonnon-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Nonnon-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C Lender Agent and the Issuing Bank agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender Lender, if a Lender, will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrowerthe Borrowers, the Administrative Agent, each L/C the Letter of Credit Issuer and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, Letter of Credit Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, the Borrowers and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or will make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Loans to be on a pro rata basis in accordance with their respective CommitmentsApplicable Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Term Loan Agreement (Highwoods Realty LTD Partnership)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(b)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, LC Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Senior Secured (Solar Capital Ltd.)
Cure. If the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon (as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Aggregate Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and L/C Liabilities Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.. 2.17
Appears in 1 contract
Cure. If BorrowerXxxxxxxx, Administrative Agent, each L/C Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender Xxxxxx was a Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Cure. If the Borrower, the Administrative Agent, each theeach L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender with respect to any Facility that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Facility to be on a pro rata basis in accordance with their respective CommitmentsCommitments under such Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender under such Facility will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, the Borrowers and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to will comply with its funding obligations hereunder as the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with their respective Commitmentsnecessary, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrowerthe Company, Administrative Agent, each L/C Lender the Issuing Lenders and the Swing Loan Lenders agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date Closing Date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a7.18(a)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Multi-Currency Commitment Percentage to be on a pro rata basis in accordance with their respective CommitmentsMulti-Currency Commitment, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 7.18 will terminate and the each applicable Issuing Lender and Swing Line Lender will cause any cash collateral posted with respect to their respective L/C Obligations or Swing Line Loans, as the case may be, to be returned to the applicable Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (Revlon Consumer Products Corp)
Cure. If the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon (as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of 113 outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Aggregate Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and L/C Liabilities Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.. 2.17
Appears in 1 contract
Cure. If BorrowerLivent, Administrative AgentAgent and the Issuing Banks, each L/C Lender as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.13(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and . (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.f)
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Cure. If the Borrower, Administrative Agent, each L/C Lender the Issuer and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.19(a) (Defaulting Lender)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders at par and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; Lender and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Facing Agent and the Swing Line Lender agree in writing in their discretion that a Revolving Lender that is an Impaired Lender should no longer a Defaulting be deemed to be an Impaired Lender, the Administrative Agent will so notify the parties heretoBorrower and the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))notice, (x) such Revolving Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Revolving Lenders (or the other Revolving Lenders will purchase from the formerly Impaired Lender) and/or make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the such Revolving Exposure and L/C Liabilities of the Lenders Lender’s Pro Rata Share to be on a pro rata basis in accordance with their respective Commitmentsits Revolving Commitment, whereupon such Revolving Lender will cease to be a Defaulting an Impaired Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Non- Impaired Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Revolving Lender was a Defaulting an Impaired Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Impaired Lender to Non-Defaulting Impaired Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Revolving Lender having been a Defaulting an Impaired Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender Lender, if a Revolving Lender, will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Revolving Lenders in the Revolving Loans and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the U.S. Borrower, Administrative Agent, each L/C Lender the Issuing Banks and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender's ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Cure. If BorrowerFinanciaLinx, the Issuer and the Administrative Agent, each L/C Lender Agents agree in writing in their discretion that a Lender Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting LenderCommitted Purchaser, the Administrative Agent Agents will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in therein, such Committed Purchaser shall advance such portions of the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans Note Principal Balance of the other Lenders Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent Agents may determine to be necessary to cause the Revolving Exposure and L/C Liabilities Committed Purchasers to hold a portion of the Lenders to be Note Principal Balance on a pro rata basis (subject to Section 2.2(a)) in accordance with their respective Commitments, whereupon such Lender will Committed Purchaser shall cease to be a Defaulting Lender Committed Purchaser and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Committed Purchaser; provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of Borrower while such Lender Committed Purchaser was a Defaulting LenderCommitted Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender Committed Purchaser to Non-Defaulting Lender will Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such LenderCommitted Purchaser’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerCommitted Purchaser.
Appears in 1 contract
Samples: Note Purchase Agreement (General Motors Financial Company, Inc.)
Cure. If the U.S. Borrower, Administrative Agent, each L/C Lender the Issuing Banks and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Cure. If Holdings, the Borrower, the Administrative Agent, Agent and each L/C Lender Issuer agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a) (Reallocation of Defaulting Lender Commitment)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure such Lender to hold Loans and L/C Liabilities participate in Letter of the Lenders to be on a pro rata basis Credit Obligations in accordance with their respective Commitmentsits Ratable Portion, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and the relevant Applicant shall be released from the cash collateralization requirements set forth in Section 2.23(a)(ii) with respect to the unreallocated portion relating to such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Restatement Agreement (Alcoa Corp)
Cure. If Borrower, the U.S. Borrower and Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and . (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.f)
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and, in the case of a Defaulting Lender that is a Dollar Revolving Credit Lender, the Swing Line Lender, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total applicable Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders of such Facility to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each applicable Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C Lender and the Issuing Banks agree in writing in their discretion that a Bank that is a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.21(b)), (x) such Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Loans Advances of the other Lenders Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure and L/C Liabilities Exposure of the Lenders Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender Bank will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the Revolving Credit Exposure and L/C Exposure of each Lender Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender Bank was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Bank's having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C Lender and the Issuing Bank agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Revolving Loans, and Letter of Credit Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each the L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03(c) and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04(c) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Parent Borrower, the Administrative Agent, each L/C Issuer and each Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon (as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the aggregate Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 3.1 and L/C Liabilities Swing Line Loan participations pursuant to Section 3.2 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrowerthe Borrowers, Administrative Agent, each L/C Lender the Issuers and the Swing Loan Lenders agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective closing date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.20(a) (Defaulting Lender)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 2.20 will terminate and the each applicable Issuer and Swing Loan Lender will cause any cash collateral posted with respect to their respective Letter of Credit Obligations or Swing Loans, as the case may be, to be returned to the applicable Revolving Credit Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C Lender Agent and the Issuing Banks agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.22(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Loans Revolving Credit Advances of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Advances and L/C Liabilities Facility Letter of Credit participation obligations pursuant to Section 4.6 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderXxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, the Borrower and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated escrow account referred to in Section 2.14(a2.13(a)), (x) such Lender will, to the extent applicable, shall purchase at par such portion of portions outstanding Loans of the other Lenders Lenders, and/or make such other adjustments adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be hold Loans on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will shall be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If BorrowerBorrowers’ Agent, the Administrative Agent, each L/C Lender the Issuing Lenders and the Overdraft Provider agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.12(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Revolving Loans of the other Lenders (together with any break funding incurred by such other Lenders) and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Multicurrency Revolving Exposure Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and L/C Liabilities Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitments under the applicable Revolving Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Revolving Credit Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Revolving Credit Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Parent Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Cure. If the U.S. Borrower, Administrative Agent, each L/C Lender the Issuing Banks and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and . (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.f)
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Cure. If BorrowerBorrowers, Administrative Agent, each L/C Swing Line Lender and Issuing Bank may agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative and Agent will so shall notify the parties hereto, whereupon as Lenders in writing of such agreement. As of the effective date specified set forth in such written notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))Lenders, (x) such that Lender will, to the extent applicable, purchase at par such that portion of outstanding Loans of the other Lenders and/or make or take such other adjustments actions as Administrative the Agent may determine to be necessary to cause the Revolving Exposure Loans and L/C Liabilities funded and unfunded participations in Letters of Credit and Swingline Loans to be held Pro Rata by the Lenders to be on a pro rata basis in accordance with their respective Commitmentsthe Commitments (including without limitation, whereupon reimbursement, to the extent applicable, of any costs of the type described in Section 3.9 incurred by any non-Defaulting Lender), whereupon, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lenderthat Xxxxxx’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Vintage Wine Estates, Inc.)
Cure. If the Borrower, the Administrative Agent, each the L/C Lender Issuers, the Swing Line Lenders and the Foreign Currency Lenders agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.17(a)), (x) such Lender will, to the extent applicable, purchase at par (together with any break funding costs incurred by the Non-Defaulting Lenders as a result of such purchase) such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(c), Swing Line Loan participation pursuant to Section 2.04(c) and L/C Liabilities Foreign Currency Loan participation pursuant to Section 2.18 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)
Cure. If the Borrower, the Administrative Agent, each L/C the Facing Agents and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Revolving Loans of the other Lenders (together with any break funding incurred by such other Lenders) and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Multicurrency Revolving Exposure Commitments, Canadian Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Canadian Revolving Loans, Revolving Loans, Letter of Credit participation obligations and L/C Liabilities Swing Line Loans participation obligations of the Lenders to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitments under the applicable Revolving Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C Lender and the Issuing Banks agree in writing in their discretion that a Bank that is a Defaulting Lender is should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.21(b)), (x) such Lender Bank will, to the extent applicable, purchase at par such portion of outstanding Loans Advances of the other Lenders Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure and L/C Liabilities Exposure of the Lenders Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender Bank will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure the Revolving Credit Exposure and L/C Exposure of each Lender Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender Bank was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such LenderBank’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Bank and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.15(c)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure, LC Exposure and L/C Liabilities Swingline Exposure of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the U.S. Borrower, Administrative Agent, each L/C Lender the Issuing Banks and the Swing Loan Lenders, as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 59 Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and . (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.f)
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Cure. If the Borrower, the Administrative Agent, each L/C the Issuing Lenders and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties heretoLenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a))therein, (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or and make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities interest of the Lenders in the Revolving Loans, Swingline Loans and LOC Obligations Liabilities to be on a pro rata basis in accordance with their respective CommitmentsCommitment Percentages and LOC Commitment Percentages, as applicable, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-or Potential Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from cure by a Lender under this subsection of its status as a Defaulting Lender to Non-or Potential Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Cure. If the Borrower, the Administrative Agent, each theeach L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender with respect to any Facility that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in US_ACTIVE:\44299297\214\35899.0483 such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and L/C Liabilities Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Facility to be on a pro rata basis in accordance with their respective CommitmentsCommitments under such Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender under such Facility will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
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Cure. If the Parent Borrower, the Administrative Agent, each the L/C Issuers and the Swing Line Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon (as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)therein), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure Credit Commitments, Revolving Credit Loans, Letter of Credit participations pursuant to Section 2.03 and L/C Liabilities Swing Line Loan participations pursuant to Section 2.04 of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Cure. If BorrowerLivent, Administrative AgentAgent and the Issuing Banks, each L/C Lender as applicable, agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.13(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans (including the purchase at par of any Revolving Loans and related Commitments that were reallocated pursuant to Section 2.13(a)) of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Cure. If BorrowerBorrowers’ Agent, the Administrative Agent, each L/C Lender the Issuing Lenders and the Overdraft Provider agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.12(d)), (x) such Lender will, to the extent applicable, purchase at par such portion of the outstanding Revolving Loans of the other Lenders (together with any break funding incurred by such other Lenders) and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Multicurrency Revolving Exposure Commitments, Dollar Revolving Commitments, Revolving Commitments, Multicurrency Revolving Loans, Dollar Revolving Loans, Revolving Loans, Letter of Credit participation obligations and L/C Liabilities Overdraft Amount participation obligations of the Lenders to be on a pro rata basis in accordance with their respective CommitmentsRevolving Commitments under the applicable Revolving Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Non- Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, Administrative Agent, each L/C the Issuer and the Swing Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective closing date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.18(a) (Defaulting Lender)), (xi) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective CommitmentsRevolving Credit Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting LenderLender and (ii) the cash collateral requirements set forth in this Section 2.18 will terminate and the each applicable Issuer and Swing Lender will cause any cash collateral posted with respect to their respective Letter of Credit Obligations or Swing Loans, as the case may be, to be returned to the Borrower subject to any terms relating to such cash collateral; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If the Borrower, the Administrative Agent, each L/C the Letter of Credit Issuer and the Swingline Lender agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Exposure and Credit Commitments, Revolving Credit Loans, L/C Liabilities Participations pursuant to Section 3.3 and Swingline Loan participations pursuant to Section 2.1(c) of the Lenders to be on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure Commitments and Loans of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If any Borrower, the Administrative Agent, each L/C Lender Agent and the Issuer agree in writing in their discretion that a Lender is no longer a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.23(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s Ratable Portion to be on a pro rata basis in accordance with their respective Commitmentsits Commitment, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while such Lender Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Xxxxxx having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Cure. If Borrower, Administrative Agent, each L/C Lender and the Swingline Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agent may determine to be necessary to cause the Revolving Exposure and Exposure, L/C Liabilities and participations in any outstanding Swingline Loans of the Lenders to be on a pro rata basis in accordance with their respective CommitmentsCommitments of the applicable Tranche, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.
Appears in 1 contract
Samples: Credit Agreement (Boyd Gaming Corp)
Cure. If Borrower, the U.S. Borrower and Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a2.16(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders such Lender’s ratable portion to be on a pro rata basis in accordance with their respective CommitmentsCommitment, whereupon such Lender will cease to be a Defaulting Lender and will be become a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Lender; provided provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower the Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s Lender having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to Borrower.. TERM LOAN AGREEMENT FMC CORPORATION
Appears in 1 contract
Samples: Term Loan Agreement (FMC Corp)
Cure. If Borrower, the Issuer and the Administrative Agent, each L/C Lender Agent agree in writing in their discretion that a Lender Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting LenderCommitted Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in therein, such Committed Purchaser shall purchase such portions of the segregated account referred to in Section 2.14(a)), (x) such Lender will, to the extent applicable, purchase at par such portion of outstanding Loans Aggregate Note Principal Balance of the other Lenders Committed Purchasers, and/or make such other adjustments adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Exposure and L/C Liabilities Committed Purchasers to hold a portion of the Lenders to be Aggregate Note Principal Balance on a pro rata basis in accordance with their respective Commitments, whereupon such Lender will Committed Purchaser shall cease to be a Defaulting Lender Committed Purchaser and will be a Non-Defaulting Lender (and such exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing)Committed Purchaser; provided that no adjustments will shall be made retroactively with respect to fees and interest accrued or payments made by or on behalf of Borrower while such Lender Committed Purchaser was a Defaulting LenderCommitted Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender Committed Purchaser to Non-Defaulting Lender will Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such LenderCommitted Purchaser’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant to Section 2.14(a)(ii) shall thereafter be promptly returned to BorrowerCommitted Purchaser.
Appears in 1 contract
