Common use of The Election of Approving Lenders to Continue Funding Clause in Contracts

The Election of Approving Lenders to Continue Funding. If on any date one or more Lenders provides the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit 2.18A (a “Declining Lender Notice”) indicating that for reasons other than an Event of Default such Lender or Lenders have elected not to fund any additional Loans (in any such event, such Lender or Lenders to be referred to herein as a “Declining Lender” or “Declining Lenders”), the Administrative Agent shall promptly distribute to the Borrower and the Lenders other than the Declining Lenders a written notice of such Declining Lenders. Any Declining Lender Notice received by the Administrative Agent prior to 12:00 p.m. (New York City time) on any Business Day from any Declining Lender shall be effective with respect to such Declining Lender on the immediately succeeding Business Day and such Declining Lender shall not be required to fund any Revolving Credit Loans that are made pursuant to Borrowing Requests received by the Administrative Agent on or after such next Business Day. On and after the Business Day following receipt of any Declining Lender Notice by the Administrative Agent, if the Lender or Lenders which are not the Declining Lenders desire, in their full and absolute discretion, they may (on a pro rata basis among the Lenders that have elected to continue funding in accordance with their Pro Rata Shares thereof) make the full amount or any part of any Loan requested on or after such date, irrespective of the Declining Lenders’ disapproval (in such case, the Lenders that provide written notice in the form of Exhibit 2.18B to the Administrative Agent of their election to continue funding shall be referred to as the “Approving Lenders” and any Lender which does not provide such notice shall be deemed to be a Declining Lender); provided that no Lender’s Revolving Line Portion shall be exceeded without its written consent. In such event, from the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a “Conversion to Approving Lenders Funding Date”) forward all subsequent Loans, shall be made unilaterally by the Approving Lenders and no Loans thereafter made shall be participated in by the Declining Lenders.

The Election of Approving Lenders to Continue Funding. (a) If on any date one or more Lenders (the “Declining Lender” or “Declining Lenders”) provides the Administrative Agent with, and the Administrative Agent has actually received, a written notice “Notice of Declining Lender” in the form Form of Exhibit 2.18A (a “Declining Lender Notice”) J indicating that for reasons other than an Event a Default that such Lenders have elected to thereafter not fund any Revolving Loans or Issue or participate in additional Letters of Default Credit, and in any such event any other Lender or Lenders have elected not to fund any additional do approve further Revolving Loans (in any such eventor the further Issuances of, such Lender or Lenders to be referred to herein as a “Declining Lender” or “Declining Lenders”)amendments to, Letters of Credit, the Administrative Agent shall promptly distribute to the Borrower and notify the Lenders other than the Declining Lenders a written notice of such Declining Lenders. Any Declining Lender Notice received by the Administrative Agent prior to 12:00 6:00 p.m. (New York City time) on any Business Day from any Declining Lender shall be effective with respect to such Declining Lender on the immediately succeeding Business Day and such Declining Lender shall not be required to fund any Revolving Credit Loans that are made pursuant to Borrowing Requests received by the Administrative Agent on or after such next Business Day. On and after the Business Day following receipt of any Declining Lender Notice by the Administrative Agent, if same day. (b) If the Lender or Lenders which are not the Declining Lenders desire, in their full and absolute discretion, they may (on a pro rata basis among basis, based on the Maximum Considered Limit of all Lenders that have elected to continue funding in accordance with their Pro Rata Shares thereoffunding, as adjusted after such Conversion to Approving Lenders Funding Date) make the full amount of such requested Revolving Loan or any part Issue the requested Letter of any Loan requested on or after such date, Credit irrespective of the Declining Lenders’ disapproval (in such case, the Lenders that provide written notice in the form of Exhibit 2.18B to the Administrative Agent of their election elect to continue funding shall be referred to as the “Approving Lenders” and any Lender which does not provide such notice shall be deemed to be a Declining Lender”); provided that no Lender’s Revolving Line Portion shall be exceeded without its written consent. In such event, from such date forward (the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a “Conversion to Approving Lenders Funding Date”) (i) forward all subsequent Loans (which shall include any Continuations of any prior Loans, ) and Issuances or amendments of Letters of Credit (which shall include any extensions of any previously Issued Letters of Credit) shall be made unilaterally by the Approving Lenders and no Letter of Credit thereafter Issued (or extended), or Loans thereafter made (including any such Continuations) related thereto shall be participated in by the Declining Lenders, and (ii) the Lenders’ Aggregate Accommodations for each such Approving Lender shall be increased on the basis of each such Revolving Loan, and Issuance of a Letter of Credit, but in any event by an amount not more than its Pro Rata Share of the Declining Lender’s Maximum Considered Limit (determined as of the Conversion to Approving Lenders Funding Date). (c) A Lender that becomes a Declining Lender shall not be considered a Swap Lender with respect to swap contracts entered into after it has become a Declining Lender. Accordingly, if a Swap Lender should enter into a Swap Contract with the Borrower after it has become a Declining Lender, the Borrower’s obligations under such swap contract shall not be secured by the Collateral hereunder, and the Declining Lender shall not be entitled to any sharing of amounts pursuant to the Swap Lender Intercreditor Agreement with respect to such Swap Contracts entered into after it has become a Declining Lender. (d) Until all Declining Lenders are fully repaid, repayments (including realizations from Collateral) shall be applied as follows: (i) For purposes of allocating repayments prior to the occurrence of a Sharing Event under the Swap Lender Intercreditor Agreement, all repayments of Revolving Loans shall be allocated among the Lenders according to the Pro Rata Share of each Lender as such Pro Rata Share existed on the day such Revolving Loan was made and the Administrative Agent shall apply such payment in chronological order of outstanding Obligations, oldest Obligation being repaid first. Notwithstanding any other provision of this Section 3.11, in the event that a Letter of Credit is Issued hereunder prior to the Conversion to Approving Lenders Funding Date and an L/C Advance is required to be made in respect of such Letter of Credit on or after the Conversion to Approving Lenders Funding Date, each of the Declining Lenders who had originally purchased a participation in such Letter of Credit pursuant to Section 4.01(b) of this Agreement shall be required to fund, on a pro rata basis based upon its percentage of participation in the related Letter of Credit, its portion of such L/C Advance notwithstanding that such L/C Advance is being made after the Conversion to Approving Lenders Funding Date and this Section 3.11 shall survive any Declining Lenders’ termination of its obligations under this Agreement so as to require enforcement of this obligation as against any Declining Lender. (ii) Upon the occurrence of a Sharing Event under the Swap Lender Intercreditor Agreement and thereafter, repayments hereunder shall be allocated according to Section 2.01 of the Swap Lender Intercreditor Agreement.

The Election of Approving Lenders to Continue Funding. (a) If on any date one or more Lenders (the “Declining Lender” or “Declining Lenders”) provides the Administrative Agent with, and the Administrative Agent has actually received, a written notice “Notice of Declining Lender” in the form Form of Exhibit 2.18A (a “Declining Lender Notice”) J indicating that for reasons other than an Event a Default that such Lenders have elected to thereafter not fund any Revolving Loans or Issue or participate in additional Letters of Default Credit, and in any such event any other Lender or Lenders have elected not to fund any additional do approve further Revolving Loans (in any such eventor the further Issuances of, such Lender or Lenders to be referred to herein as a “Declining Lender” or “Declining Lenders”)amendments to, Letters of Credit, the Administrative Agent shall promptly distribute to the Borrower and notify the Lenders other than the Declining Lenders a written notice of such Declining Lenders. Any Declining Lender Notice received by the Administrative Agent prior to 12:00 6:00 p.m. (New York City time) on any Business Day from any Declining Lender shall be effective with respect to such Declining Lender on the immediately succeeding Business Day and such Declining Lender shall not be required to fund any Revolving Credit Loans that are made pursuant to Borrowing Requests received by the Administrative Agent on or after such next Business Day. On and after the Business Day following receipt of any Declining Lender Notice by the Administrative Agent, if same day. (b) If the Lender or Lenders which are not the Declining Lenders desire, in their full and absolute discretion, they may (on a pro rata basis among basis, based on the Maximum Considered Limit of all Lenders that have elected to continue funding in accordance with their Pro Rata Shares thereoffunding, as adjusted after such Conversion to Approving Lenders Funding Date) make the full amount of such requested Revolving Loan or any part Issue the requested Letter of any Loan requested on or after such date, Credit irrespective of the Declining Lenders’ ' disapproval (in such case, the Lenders that provide written notice in the form of Exhibit 2.18B to the Administrative Agent of their election elect to continue funding shall be referred to as the “Approving Lenders” and any Lender which does not provide such notice shall be deemed to be a Declining Lender”); provided that no Lender’s Revolving Line Portion shall be exceeded without its written consent. In such event, from such date forward (the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a “Conversion to Approving Lenders Funding Date”) (i) forward all subsequent Loans (which shall include any Continuations of any prior Loans, ) and Issuances or amendments of Letters of Credit (which shall include any extensions of any previously Issued Letters of Credit) shall be made unilaterally by the Approving Lenders and no Letter of Credit thereafter Issued (or extended), or Loans thereafter made (including any such Continuations) related thereto shall be participated in by the Declining Lenders, and (ii) the Lenders' Aggregate Accommodations for each such Approving Lender shall be increased on the basis of each such Revolving Loan, and Issuance of a Letter of Credit, but in any event by an amount not more than its Pro Rata Share of the Declining Lender's Maximum Considered Limit (determined as of the Conversion to Approving Lenders Funding Date). (c) A Lender that becomes a Declining Lender or any Affiliate of a Lender that becomes a Declining Lender shall not be considered a Swap Lender with respect to swap contracts entered into after the applicable Lender has become a Declining Lender. Accordingly, if a Swap Lender should enter into a Swap Contract with the Borrower after such Lender or its Affiliate that is a Lender has become a Declining Lender, the Borrower's obligations under such swap contract shall not be secured by the Collateral hereunder, and the Declining Lender or its Affiliate that is a Swap Lender shall not be entitled to any sharing of amounts pursuant to the Swap Lender Intercreditor Agreement with respect to such Swap Contracts entered into after it or its Affiliate that is a Lender has become a Declining Lender. (d) Until all Declining Lenders are fully repaid, repayments (including realizations from Collateral) shall be applied as follows: (i) For purposes of allocating repayments prior to the occurrence of a Sharing Event under the Swap Lender Intercreditor Agreement, all repayments of Revolving Loans shall be allocated among the Lenders according to the Pro Rata Share of each Lender as such Pro Rata Share existed on the day such Revolving Loan was made and the Administrative Agent shall apply such payment in chronological order of outstanding Obligations, oldest Obligation being repaid first. Notwithstanding any other provision of this Section 3.11, in the event that a Letter of Credit is Issued hereunder prior to the Conversion to Approving Lenders Funding Date and an L/C Advance is required to be made in respect of such Letter of Credit on or after the Conversion to Approving Lenders Funding Date, each of the Declining Lenders who had originally purchased a participation in such Letter of Credit pursuant to Section 4.01(b) of this Agreement shall be required to fund, on a pro rata basis based upon its percentage of participation in the related Letter of Credit, its portion of such L/C Advance notwithstanding that such L/C Advance is being made after the Conversion to Approving Lenders Funding Date and this Section 3.11 shall survive any Declining Lenders' termination of its obligations under this Agreement so as to require enforcement of this obligation as against any Declining Lender. (ii) Upon the occurrence of a Sharing Event under the Swap Lender Intercreditor Agreement and thereafter, repayments hereunder shall be allocated according to Section 2.01 of the Swap Lender Intercreditor Agreement.

The Election of Approving Lenders to Continue Funding. If on any date one or more Lenders provides the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit 2.18A (a “Declining Lender Notice”) indicating that for reasons other than an Event of Default such Lender or Lenders have elected not to fund any additional Loans (in any such event, such Lender or Lenders to be referred to herein as a “Declining Lender” or “Declining Lenders”), the Administrative Agent shall promptly distribute to the Borrower and the Lenders other than the Declining Lenders a written notice of such Declining Lenders. Any Declining Lender Notice received by the Administrative Agent prior to 12:00 p.m. (New York City time) on any Business Day from any Declining Lender shall be effective with respect to such Declining Lender on the immediately succeeding Business Day and such Declining Lender shall not be required to fund any Revolving Credit Loans that are made pursuant to Borrowing Requests received by the Administrative Agent on or after such next Business Day. On and after the Business Day following receipt of any Declining Lender Notice by the Administrative Agent, if the Lender or Lenders which are not the Declining Lenders desire, in their full and absolute discretion, they may (on a pro rata basis among the Lenders that have elected to continue funding in accordance with their Pro Rata Shares thereof) make the full amount or any part of any Loan requested on or after such date, irrespective of the Declining Lenders’ disapproval (in such case, the Lenders that provide written notice in the form of Exhibit 2.18B to the Administrative Agent of their election to continue funding shall be referred to as the “Approving Lenders” and any Lender which does not provide such notice shall be deemed to be a Declining Lender); provided that no Lender’s Revolving Line Portion shall be exceeded without its written consent. In such event, from the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a “Conversion to Approving Lenders Funding Date”) forward all subsequent Loans, shall be made unilaterally by the Approving Lenders and no Loans thereafter made shall be participated in by the Declining Lenders.