Term Proportionate Share definition

Term Proportionate Share means:

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Term Proportionate Share means a Closing Date Term Proportionate Share or an Incremental Term Proportionate Share, as the context may require.

Term Proportionate Share means, as to each Lender at any time, the percentage obtained by dividing (i) the outstanding principal amount of the Term Loan owed to such Lender at such time, by (ii) the aggregate outstanding principal amount of the Term Loans owed to all Lenders at such time.

Examples of Term Proportionate Share in a sentence

• Each Lender shall, before 11:00 a.m. on the date of each Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Section 8.01, in same day or immediately available funds, such Lender’s Revolving Proportionate Share or Term Proportionate Share of such Borrowing.

• If any Lender does not make the amount of such Lender’s Revolving Proportionate Share or Term Proportionate Share, as the case may be, of any Borrowing available to the Administrative Agent on or prior to the date of such Borrowing, such Lender shall pay to the Administrative Agent, on demand, interest which shall accrue on such amount from the date of such Borrowing until such amount is paid to the Administrative Agent at per annum rates equal to the daily Federal Funds Rate from time to time in effect.

• The Closing Date Term Loans shall be made on a pro rata basis by the Closing Date Term Lenders in accordance with their respective Closing Date Term Proportionate Shares, with the Closing Date Term Loan Borrowing to be comprised of a Closing Date Term Loan by each Closing Date Term Lender equal to such Closing Date Term Lender’s Closing Date Term Proportionate Share of the Closing Date Term Loan Borrowing.

• The Incremental Term Loans shall be made on a pro rata basis by the applicable Incremental Term Lenders and New Lenders in accordance with their respective Incremental Term Proportionate Shares of such Incremental Term Loan Borrowing, with such Incremental Term Loan Borrowing to be comprised of an Incremental Term Loan by each such Incremental Term Lender or New Lender equal to such Incremental Term Lender’s or New Lender’s Incremental Term Proportionate Share of such Incremental Term Loan Borrowing.

• On or prior to the Assignment Effective Date, if requested, the Borrower will deliver to the Administrative Agent new Notes for Assignee Lender and Assignor Lender, in each case in principal amounts reflecting, in accordance with the Credit Agreement, their respective Revolving Loan Commitments and Term Proportionate Share of the Term Loan (as adjusted pursuant to this Assignment Agreement).

• The Term Loans shall be made on a pro rata basis by the Lenders in accordance with their respective Term Proportionate Shares, with the Term Loan Borrowing to be comprised of a Term Loan by each Lender equal to such Lender’s Term Proportionate Share of the Term Loan Borrowing.

• The Term Loans shall be made on a pro rata basis by the Term Lenders in accordance with their respective Term Proportionate Shares, with the Term Loan Borrowing to be comprised of a Term Loan by each Term Lender equal to such Term Lender’s Term Proportionate Share of the Term Loan Borrowing.

• Each Lender shall, before 11:00 a.m. on the date of each Revolving Borrowing, make available to the Administrative Agent at the Administrative Agent’s office specified in Section 8.01, in same day or immediately available funds, such Lender’s Revolving Proportionate Share or Term Proportionate Share, as the case may be, of such Borrowing.

• The Initial Term Loans shall be made on a pro rata basis by the Term Lenders in accordance with their respective Term Proportionate Shares, with the Initial Term Loan Borrowing to be comprised of an Initial Term Loan by each Term Lender equal to such Term Lender’s Term Proportionate Share of the Initial Term Loan Borrowing.

• Each Term Loan shall be evidenced by a promissory note to each Term Lender in the amount of their respective Term Proportionate Share in the form of Exhibit F (individually, a “Term Loan Note”) which note shall be (i) payable to the order of such Term Lender, (ii) in the amount of such Term Lender’s Term Loan, (iii) dated the Effective Date (or such other date acceptable to such Term Lender) and (iv) otherwise appropriately completed.

More Definitions of Term Proportionate Share

Term Proportionate Share means a Closing Date Term Proportionate Share or an Incremental Term Proportionate Share, as the context may require. “Term SOFR” shall mean, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. “Term SOFR Notice” shall mean a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event. “Term SOFR Transition Event” shall mean the determination by the Administrative Agent at any time, in its sole discretion, that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent, and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.11(e) that is not Term SOFR. “Termination Value” shall mean, in respect of any one or more Rate Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Rate Contracts, (a) for any date on or after the date such Rate Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the ▇▇▇▇-to-market value(s) for such Rate Contracts, as determined by the Administrative Agent based upon one or more mid- market or other readily available quotations provided by any recognized dealer in such Rate Contracts which may include any Lender. “Total Closing Date Term Loan Commitment” shall mean, as of the Closing Date, zero Dollars ($0). “Total Lender Risk Participation” shall mean, with respect to any Lender as of any date of determination, the sum of (a) such Lender’s L/C Risk Participations in all Letters of Credit outstanding at such time plus (b) such Lender’s Swing Line Risk Participations in all Swing Line Loans outstanding at such time. “Total Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) (i) all Funded Indebtedness of Holdings and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) as of such date, minus (ii) all Unrestricted, Unencumbered Liquid Assets of the Credit Parties maintained in accounts located in the United States as of such

Term Proportionate Share means, with respect to any Term Lender at any time, the ratio (expressed as a percentage rounded to the eighth digit to the right of the decimal point) of (i) the aggregate Effective Amount of such Lender’s Term Loans to (ii) the aggregate Effective Amount of all Term Loans.