Common use of Funding Procedures Clause in Contracts

Funding Procedures. Not later than 2:00 p.m. (New York time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not Agent shall give each Lender prompt notice by telephone or facsimile transmission of a Notice of Borrowing that is received by it. Each applicable Lender shall make available to Agent, no later than 2:00 1:00 p.m. Eastern Time on the applicable Funding Date set forth in the Notice of Borrowing, for deposit into such account as Borrower may direct, its Pro Rata Share of such Advance or Additional Portion Advance in immediately available funds in Dollars, provided that (New York time), i) all of the conditions set forth in Sections 4.1 and 4.3 have been satisfied with respect to an Advance requested in such Notice of Borrowing and (ii) all of the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), conditions set forth in Sections 4.1 and 4.4 have been satisfied with respect to the European Borrowera Additional Portion Advance requested in such Notice of Borrowing. "Unless Agent receives contrary written notice prior to any such Advance or Additional Portion Advance, or 1:00 p.m. (Sydney time), with respect it is entitled to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Loan, assume that each of the Applicable Lenders applicable Lender will make available its Pro Rata Share of the Advance or Additional Portion Advance and in reliance upon that assumption, but without any obligation to do so, may advance such Pro Rata Share on behalf of the Applicable Agent at applicable Lender, without the Applicable Agent’s Office, in immediately available funds, the amount necessity of giving daily notice to such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon the receipt of a Notice of Borrowing. If the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate applicable amount of such Loans is not in fact made available to the Applicable Agent by such Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the Applicable Lendersdate such amount is paid to Agent, at the Base Rate. The failure If such Lender pays such amount to Agent, then such amount shall constitute such Lender's Pro Rata Share of the applicable Advance or refusal Additional Portion Advance. If such Lender does not pay such corresponding amount forthwith upon Agent's demand therefor, Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the rate payable under this Loan Agreement for the Base Rate Portion. "Nothing in this subsection 2.1.7 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any Applicable default by such Lender hereunder. It is understood and agreed that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make an Advance or Additional Portion Advance requested hereunder nor shall the Commitment of any Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount particular type of its Commitment Percentage Advance or Additional Portion Advance requested be increased or decreased as a result of the requested Loans shall not relieve a default by any other Applicable Lender from its several in that other Lender's obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any an Advance or Additional Portion Advance requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agenthereunder."

Funding Procedures. Not later than 2:00 3:00 p.m. (New York Boston time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, ) on the proposed Drawdown Date of any Domestic Revolving LoanCredit Loans, European Loan, Canadian Revolving Loan or Australian Revolving Loansubject to the terms and conditions hereof, each of the Applicable Domestic Lenders will make available to the Applicable Agent Agent, at the Applicable Agent’s 's Office, in immediately available funds, the amount of such Domestic Lender’s 's Domestic Revolving Credit Commitment Percentage of such Loans made or to be made on such datethe amount of the requested Domestic Revolving Credit Loans. Upon receipt from each Applicable Domestic Lender of such amount, and upon receipt of the documents required by §§Sections 12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth hereintherein, to the extent applicable, (a) the Applicable Agent will make available to the Applicable Borrower Domestic Borrowers the aggregate amount of such Domestic Revolving Credit Loans made available to the Applicable Agent by the Applicable Domestic Lenders. Not later than 3:00 p.m. (Boston time) on the proposed Drawdown Date of any Canadian Loans and upon receipt of the documents required by Sections 12 and 13 and the satisfaction of the other conditions set forth therein, to the extent applicable, each of the Canadian Lenders will make available to the Canadian Borrower, in immediately available funds, the amount of such Canadian Lender's Canadian Commitment Percentage of the amount of the requested Canadian Loans. The failure or refusal of any Applicable Lender to make available to the Applicable Agent or the Canadian Borrower, as the case may be, at the aforesaid time and place on any Drawdown Date the amount of its Domestic Revolving Credit Commitment Percentage of the requested Domestic Revolving Credit Loans or the amount of its Canadian Commitment Percentage of the requested Canadian Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent or the Canadian Borrower, as the case may be, the amount of such other Applicable Lender’s 's Domestic Revolving Credit Commitment Percentage or Canadian Commitment Percentage of any requested Revolving Credit Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not later than 2:00 p.m. (New York Eastern time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 hereof and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not later than 2:00 p.m. (New York time), with respect a) Swing Line Settlement Date to but not including the Domestic Borrowers or date on which the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Loan, each of the Applicable Lenders will make Swing Line Settlement Amount shall become immediately available to the Applicable Agent at Agent, and the Applicable Agent’s Officedenominator of which is 360, in immediately available funds, as the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such datecase may be. Upon receipt from each Applicable Lender payment of such amount, the Swing Line Settling Bank shall be deemed to have delivered its Swing Line Settlement Amount on the Swing Line Settlement Date and upon receipt of shall become entitled to interest payable by the documents required by §§12 (Borrower with respect to such Loans to be made Bank's Swing Line Settlement Amount as if such share were delivered on the Closing Swing Line Settlement Date) and 13 and . If the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make Swing Line Settlement Amount is not in fact made available to the Applicable Agent by the Swing Line Settling Bank within three (3) Business Days of such Swing Line Settlement Date, the Agent shall be entitled to recover such amount from the Borrower, with interest thereon at the Base Rate, provided that any such payment by the Borrower hereunder shall be without prejudice to any rights that the Borrower may have against the Swing Line Settling Bank which did not fund its required portion of the applicable Swing Line Loan. In the event that any Swing Line Settling Bank fails to make such Swing Line Settlement available to the Agent within one (1) Business Day following the Swing Line Settlement Date, the Agent will endeavor to provide to the Borrower notice of such failure, provided, a failure by the Agent to so provide such notice shall not affect the Agent's rights under this Section 2.9.3. (b) After any Swing Line Settlement Date, any payment by the Borrower of Swing Line Loans hereunder shall be allocated among the Banks, in amounts determined so as to provide that after such application and the related Swing Line Settlement, the outstanding amount of Loans of each Bank equals, as nearly as practicable, such Bank's Commitment Percentage of the aggregate amount of such Loans made available to Loans. The Swing Line Lender will notify the Applicable Agent by the Applicable Lenderspromptly following each advance of a Swing Line Loan or any repayment with respect thereto. The failure or refusal of any Applicable Lender Settling Bank to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Settlement Date the amount of its Commitment Percentage of the requested Loans such Settling Bank's Settlement Amount shall not (i) relieve any other Applicable Lender Settling Bank from its several obligation obligations hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Settling Bank's Settlement Amount or (ii) impose upon any Bank, other than the Settling Bank so failing or refusing, any liability with respect to such failure or refusal or otherwise increase the Commitment Percentage of any requested Loanssuch other Bank. In the event Each Bank severally agrees that the Applicable Agent becomes aware of any Applicable Lender’s failure its obligation to make available to the amount Swing Line Lender its refunding or participation amounts as described above shall (except to the extent expressly set forth in this Section 2.9) be absolute and unconditional and shall not be affected by any circumstance, including (v) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (w) the occurrence or continuance of any Default or Event of Default, the termination of the Commitments or any other condition precedent whatsoever, (x) any adverse change in the condition (financial or otherwise) of the Borrower or 11 -11- any of its Commitment Percentage Subsidiaries or any other Person, (y) any breach of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity Loan Documents by the Borrower or any of such Lender and its Subsidiaries or any other Bank, or (z) any other circumstance, happening or event, whether or not similar to any of the amount such Lender has not made available to the Applicable Agentforegoing."

Funding Procedures. Not later than 2:00 p.m. 11:00 a.m. (New York time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, Applicable ------------------ Belgium Time) on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving LoanMulticurrency Loans, each of the Applicable Revolving Multicurrency Lenders and the Fronting Bank will make available to the Applicable Agent Foreign Agent, at the Applicable Foreign Agent’s 's Belgian Lending Office, in immediately available fundsSame Day Funds (a) in the case of each Multicurrency Lender, the amount of such Multicurrency Lender’s 's Revolving Multicurrency Commitment Percentage of the amount of the requested Revolving Multicurrency Loans and (b) in the case of the Fronting Bank, the Non-Multicurrency Lenders' Revolving Multicurrency Commitment Percentages of the amount of the requested Revolving Multicurrency Loan, and, in the case of a Revolving Multicurrency Loan denominated in an Optional Currency, in Same Day Funds of the country in which such Loans made or to be made on such dateOptional Currency is legal tender. Upon receipt from each Applicable Multicurrency Lender and the Fronting Bank, as the case may be, of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans S)12 (for the initial Revolving Multicurrency Loan to be made on the Closing Date) and 13 (S)13 and the satisfaction of the other conditions set forth hereintherein, to the extent applicable, the Applicable Foreign Agent will make available to the Applicable Borrower Samsonite Europe the aggregate amount of such Revolving Multicurrency Loans made available to the Applicable Foreign Agent by the Applicable LendersMulticurrency Lenders and the Fronting Bank. The failure or refusal of any Applicable Multicurrency Lender or the Fronting Bank to make available to the Applicable Foreign Agent at the aforesaid time and place on any Drawdown Date the amount of (a) in the case of each Multicurrency Lender, its Revolving Multicurrency Commitment Percentage of the requested Revolving Multicurrency Loans and (b) in the case of the Fronting Bank, the Non-Multicurrency Lenders' Revolving Multicurrency Commitment Percentages of the requested Revolving Multicurrency Loans, shall not relieve any other Applicable Multicurrency Lender or the Fronting Bank from its several obligation hereunder to make available to the Applicable Foreign Agent the amount of such other Applicable Multicurrency Lender’s Commitment Percentage 's or Fronting Bank's applicable portion of any requested Revolving Multicurrency Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not later than 2:00 p.m. (New York Eastern time), with respect to the Domestic Borrowers U.S. Borrower or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 hereof and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not later than 2:00 p.m. (New York Boston time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, ) on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan or Australian Revolving Credit Loan, each of the Applicable Lenders will make available to the Applicable Administrative Agent at the Applicable Agent’s Officeits head office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of such Revolving Credit Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§Sections 12 (with respect to such Revolving Credit Loans to be made on the Closing Date) and 13 hereof and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Administrative Agent will make available to the Applicable US Borrower the aggregate amount of such Revolving Credit Loans made available to the Applicable Administrative Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Administrative Agent the amount of such other Applicable Lender’s 's Commitment Percentage of any requested Revolving Credit Loans. In the event that the Applicable Administrative Agent becomes aware of any Applicable Lender’s 's failure to make available the amount of its Commitment Percentage of any requested Revolving Credit Loan, the Applicable Administrative Agent shall notify the Applicable US Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Administrative Agent.

Funding Procedures. Not later than 2:00 p.m. (New York time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrowers or UK Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan or Australian UK Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.

Funding Procedures. Not later than 2:00 p.m. (New York time), with respect to the Domestic Borrowers or the Canadian Borrower, or 1:00 p.m. (London time), with respect to the European Borrower or UK Borrower, or 1:00 p.m. (Sydney time), with respect to the Australian Borrower, on the proposed Drawdown Date of any Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan or Australian UK Revolving Loan, each of the Applicable Lenders will make available to the Applicable Agent at the Applicable Agent’s Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of such Loans made or to be made on such date. Upon receipt from each Applicable Lender of such amount, and upon receipt of the documents required by §§12 (with respect to such Loans to be made on the Closing Date) and 13 and the satisfaction of the other conditions set forth herein, to the extent applicable, the Applicable Agent will make available to the Applicable Borrower the aggregate amount of such Loans made available to the Applicable Agent by the Applicable Lenders. The failure or refusal of any Applicable Lender to make available to the Applicable Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Applicable Lender from its several obligation hereunder to make available to the Applicable Agent the amount of such other Applicable Lender’s Commitment Percentage of any requested Loans. In the event that the Applicable Agent becomes aware of any Applicable Lender’s failure to make available the amount of its Commitment Percentage of any requested Loan, the Applicable Agent shall notify the Applicable Borrower of the identity of such Lender and the amount such Lender has not made available to the Applicable Agent.