Common use of Defaulting Committed Purchasers Clause in Contracts

Defaulting Committed Purchasers. Notwithstanding any provision of this Agreement to the contrary, if at any time a Committed Purchaser shall become a Defaulting Committed Purchaser, and until such time as the Administrative Agent, the Managing Agents and the L/C Issuers shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser: (i) so long as no Amortization Event shall then exist, all or any part of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount shall be reallocated (effective as of the date such Committed Purchaser becomes a Defaulting Committed Purchaser) among the other Committed Purchasers in accordance with their respective Pro Rata Shares (for the purposes of such reallocation, such Defaulting Committed Purchaser’s Commitment shall be disregarded in determining the other Committed Purchasers’ respective Pro Rata Shares), but only to the extent that (x) the sum of the Aggregate Capital of all non-Defaulting Committed Purchasers plus the L/C Undrawn Amount shall not exceed the Purchase Limit and (y) the sum of each non-Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount plus such non-Defaulting Committed Purchaser’s Capital shall not exceed such non-Defaulting Committed Purchaser’s Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Seller shall, within three (3) Business Days following Seller’s receipt of written notice from the Administrative Agent, Cash-Collateralize the portion of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount which has not been reallocated to the other Committed Purchasers under clause (i) above; (iii) if Seller Cash-Collateralizes any portion of such Defaulting Committed Purchaser’s Pro Rata Share of the Letters of Credit pursuant to clause (ii) above, Seller shall not be required to pay the Undrawn L/C Fee to such Defaulting Committed Purchaser pursuant to this Agreement or the Fee Letter with respect to such Defaulting Committed Purchaser’s participation in the L/C Undrawn Amount during the period from the date of Seller’s deposit of such Cash-Collateral with the Administrative Agent and ending upon the return of such Cash-Collateral to Seller; and (iv) any payment of principal, interest, fees or other amounts received by the Administrative Agent or the applicable Managing Agent from Seller or Servicer for the account of such Defaulting Committed Purchaser, shall be applied at such time or times as may be determined by the Administrative Agent and such Managing Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Committed Purchaser to the L/C Issuers hereunder; second, if so determined by the Administrative Agent and such Managing Agent or requested by any L/C Issuer, to Cash-Collateralize the obligations of such Defaulting Committed Purchaser in respect of any Letter of Credit (and, if Seller has provided Cash-Collateral in respect of such Defaulting Committed Purchaser pursuant to clause (ii) above, the amount, if any, of such Cash-Collateral which, after giving effect to amounts retained pursuant to this clause second, is not necessary in order for the Cash-Collateral in respect of such Defaulting Committed Purchaser to equal such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Issuer Undrawn Amount shall be returned to Seller); and third, to such Defaulting Committed Purchaser or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Committed Purchaser that are applied (or held) to pay amounts owed by a Defaulting Committed Purchaser or to Cash-Collateralize Letters of Credit pursuant to this Section 1.5(n) shall be deemed paid to and redirected by that Defaulting Committed Purchaser, and each Purchaser irrevocably consents hereto. The rights and remedies against, and with respect to, a Defaulting Committed Purchaser under this Section 1.5(n) are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Purchaser, any L/C Issuer, any Managing Agent or Seller or any other Person may at any time have against, or with respect to, such Defaulting Committed Purchaser. In the event that the Administrative Agent, each L/C Issuer and each Managing Agent shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser, then the Pro Rata Share of the L/C Undrawn Amount of the other Committed Purchasers shall be readjusted to reflect the inclusion of the Commitment of such Committed Purchaser, and on such date such Committed Purchaser shall purchase at par such of the Capital of the other Committed Purchasers as the Administrative Agent shall determine may be necessary in order for such Committed Purchaser to hold Capital in accordance with its Pro Rata Share.

Defaulting Committed Purchasers. Notwithstanding any provision of this Agreement to the contrary, if at any time a Committed Purchaser shall become a Defaulting Committed Purchaser, and until such time as the Administrative Agent, the Managing Agents and the L/C Issuers shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser: (i) so long as no Amortization Event shall then exist, all or any part of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount shall be reallocated (effective as of the date such Committed Purchaser becomes a Defaulting Committed Purchaser) among the other Committed Purchasers in accordance with their respective Pro Rata Shares (for the purposes of such reallocation, such Defaulting Committed Purchaser’s Commitment shall be disregarded in determining the other Committed Purchasers’ respective Pro Rata Shares), but only to the extent that (x) the sum of the Aggregate Capital of all non-Defaulting non‑defaulting Committed Purchasers plus the L/C Undrawn Amount shall not exceed the Purchase Limit and (y) the sum of each non-Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount plus such non-Defaulting Committed Purchaser’s Capital shall not exceed such non-Defaulting Committed Purchaser’s Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Seller shall, within three (3) Business Days following Seller’s receipt of written notice from the Administrative Agent, Cash-Collateralize Cash‑Collateralize the portion of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount which has not been reallocated to the other Committed Purchasers under clause (i) above; (iii) if Seller Cash-Collateralizes Cash‑Collateralizes any portion of such Defaulting Committed Purchaser’s Pro Rata Share of the Letters of Credit pursuant to clause (ii) above, Seller shall not be required to pay the Undrawn L/C Fee to such Defaulting Committed Purchaser pursuant to this Agreement or the Fee Letter with respect to such Defaulting Committed Purchaser’s participation in the L/C Undrawn Amount during the period from the date of Seller’s deposit of such Cash-Collateral with the Administrative Agent and ending upon the return of such Cash-Collateral Cash‑Collateral to Seller; and (iv) any payment of principal, interest, fees or other amounts received by the Administrative Agent or the applicable Managing Agent from Seller or Servicer for the account of such Defaulting Committed Purchaser, shall be applied at such time or times as may be determined by the Administrative Agent and such Managing Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Committed Purchaser to the L/C Issuers hereunder; second, if so determined by the Administrative Agent and such Managing Agent or requested by any L/C Issuer, to Cash-Collateralize Cash‑Collateralize the obligations of such Defaulting Committed Purchaser in respect of any Letter of Credit (and, if Seller has provided Cash-Collateral in respect of such Defaulting Committed Purchaser pursuant to clause (ii) above, the amount, if any, of such Cash-Collateral which, after giving effect to amounts retained pursuant to this clause second, is not necessary in order for the Cash-Collateral in respect of such Defaulting Committed Purchaser to equal such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Issuer Undrawn Amount shall be returned to Seller); and third, to such Defaulting Committed Purchaser or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Committed Purchaser that are applied (or held) to pay amounts owed by a Defaulting Committed Purchaser or to Cash-Collateralize Cash‑Collateralize Letters of Credit pursuant to this Section 1.5(n) shall be deemed paid to and redirected by that Defaulting Committed Purchaser, and each Purchaser irrevocably consents hereto. The rights and remedies against, and with respect to, a Defaulting Committed Purchaser under this Section 1.5(n) are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Purchaser, any L/C Issuer, any Managing Agent or Seller or any other Person may at any time have against, or with respect to, such Defaulting Committed Purchaser. In the event that the Administrative Agent, each L/C Issuer and each Managing Agent shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser, then the Pro Rata Share of the L/C Undrawn Amount of the other Committed Purchasers shall be readjusted to reflect the inclusion of the Commitment of such Committed Purchaser, and on such date such Committed Purchaser shall purchase at par such of the Capital of the other Committed Purchasers as the Administrative Agent shall determine may be necessary in order for such Committed Purchaser to hold Capital in accordance with its Pro Rata Share.

Defaulting Committed Purchasers. Notwithstanding any provision of this Agreement to the contrary, if at any time a Committed Purchaser shall become a Defaulting Committed Purchaser, and until such time as the Administrative Agent, the Managing Agents and the L/C Issuers shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser: (i) so long as no Amortization Event shall then exist, all or any part of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount shall be reallocated (effective as of the date such Committed Purchaser becomes a Defaulting Committed Purchaser) among the other Committed Purchasers in accordance with their respective Pro Rata Shares (for the purposes of such reallocation, such Defaulting Committed Purchaser’s Commitment shall be disregarded in determining the other Committed Purchasers’ respective Pro Rata Shares), but only to the extent that (x) the sum of the Aggregate Capital of all non-Defaulting defaulting Committed Purchasers plus the L/C Undrawn Amount shall not exceed the Purchase Limit and (y) the sum of each non-Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount plus such non-Defaulting Committed Purchaser’s Capital shall not exceed such non-Defaulting Committed Purchaser’s Commitment; (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, Seller shall, within three (3) Business Days following Seller’s receipt of written notice from the Administrative Agent, Cash-Collateralize the portion of such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Undrawn Amount which has not been reallocated to the other Committed Purchasers under clause (i) above; (iii) if Seller Cash-Collateralizes any portion of such Defaulting Committed Purchaser’s Pro Rata Share of the Letters of Credit pursuant to clause (ii) above, Seller shall not be required to pay the Undrawn L/C Fee to such Defaulting Committed Purchaser pursuant to this Agreement or the Fee Letter with respect to such Defaulting Committed Purchaser’s participation in the L/C Undrawn Amount during the period from the date of Seller’s deposit of such Cash-Collateral with the Administrative Agent and ending upon the return of such Cash-Collateral to Seller; and (iv) any payment of principal, interest, fees or other amounts received by the Administrative Agent or the applicable Managing Agent from Seller or Servicer for the account of such Defaulting Committed Purchaser, shall be applied at such time or times as may be determined by the Administrative Agent and such Managing Agent as follows: first, to the payment on a pro rata basis of any amounts owing by that Defaulting Committed Purchaser to the L/C Issuers hereunder; second, if so determined by the Administrative Agent and such Managing Agent or requested by any L/C Issuer, to Cash-Collateralize the obligations of such Defaulting Committed Purchaser in respect of any Letter of Credit (and, if Seller has provided Cash-Collateral in respect of such Defaulting Committed Purchaser pursuant to clause (ii) above, the amount, if any, of such Cash-Collateral which, after giving effect to amounts retained pursuant to this clause second, is not necessary in order for the Cash-Collateral in respect of such Defaulting Committed Purchaser to equal such Defaulting Committed Purchaser’s Pro Rata Share of the L/C Issuer Undrawn Amount shall be returned to Seller); and third, to such Defaulting Committed Purchaser or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Committed Purchaser that are applied (or held) to pay amounts owed by a Defaulting Committed Purchaser or to Cash-Collateralize Letters of Credit pursuant to this Section 1.5(n) shall be deemed paid to and redirected by that Defaulting Committed Purchaser, and each Purchaser irrevocably consents hereto. The rights and remedies against, and with respect to, a Defaulting Committed Purchaser under this Section 1.5(n) are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Purchaser, any L/C Issuer, any Managing Agent or Seller or any other Person may at any time have against, or with respect to, such Defaulting Committed Purchaser. In the event that the Administrative Agent, each L/C Issuer and each Managing Agent shall have determined that such Defaulting Committed Purchaser has adequately remedied all matters that caused such Committed Purchaser to be a Defaulting Committed Purchaser, then the Pro Rata Share of the L/C Undrawn Amount of the other Committed Purchasers shall be readjusted to reflect the inclusion of the Commitment of such Committed Purchaser, and on such date such Committed Purchaser shall purchase at par such of the Capital of the other Committed Purchasers as the Administrative Agent shall determine may be necessary in order for such Committed Purchaser to hold Capital in accordance with its Pro Rata Share.