Declining Lenders Sample Clauses
The Declining Lenders clause defines the rights and procedures applicable to lenders who choose not to participate in certain amendments, waivers, or extensions under a loan agreement. Typically, this clause allows such lenders to be repaid or replaced if they do not agree to changes like interest rate adjustments or maturity extensions, while the remaining lenders proceed with the modification. Its core function is to facilitate flexibility and consensus among the majority of lenders while providing an exit mechanism for those who do not wish to accept revised terms, thereby preventing deadlock and ensuring the smooth administration of the loan.
Declining Lenders. Each Lender may reject all or part of its applicable share of any mandatory prepayment of Loans required to be made pursuant to this Section 2.3 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. (Central time) one Business Day after the date of such Lender’s receipt of the applicable Notice of Prepayment (any such Lender, a “Declining Lender”); provided, that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance by such Lender of the total amount of such mandatory prepayment of Loans. On such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to Lenders other than the Declining Lenders (such Lenders, the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, with such available amount to be allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 5:00 p.m. (Central time) no later than one (1) Business Day after the date of such notice of a Second Offer; provided, that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share of the Second Offer. The Borrower shall prepay the applicable Loans within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation to Accepting Lenders as set forth above shall be retained by the Borrower.
Declining Lenders. Upon the occurrence of any mandatory prepayment event set forth in Section 1.8(e), (d) or (e), the Borrower Representative shall provide the Administrative Agent with three (3) Business Days’ prior written notice (received by 2:00 p.m. on such day) of the prepayment required hereunder, including the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such mandatory prepayment Notwithstanding any other provisions in this Section 1.8, any Lender may choose not to accept, in whole or in part, its pro rata share of mandatory prepayments of the Loans under Section 1.8(c), (d)(i) or (e), by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 2:00 p.m., one (1) Business Day prior to the date of such prepayment as set forth in the applicable notice of prepayment; provided that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance by such Lender of its pro rata share of such mandatory prepayment. Any amount of a mandatory prepayment of the Loans under Section 1.8(e), (d)(i) or (e) not accepted by the Lenders shall (i) first, be offered to non-declining Lenders in accordance with their Commitment Percentages until all remaining Lenders are declining Lenders, and (ii) any remaining amounts shall be retained by the Borrowers and to be used as permitted hereunder.
Declining Lenders. Any Lender may elect not to accept its pro rata portion of any mandatory prepayment under Section 1.8(c) or 1.8(e). Any prepayment amount declined by a Declining Lender may be retained by the Borrower.
Declining Lenders. Notwithstanding any of the foregoing, any Term Loan Lender may elect, by notice to the Administrative Agent by telephone (promptly confirmed in writing) at least one (1) Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this Section 2.05 (other than an optional prepayment pursuant to clause (b) of this Section 2.05, which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay the Term Loans but was so declined shall be retained by the Borrower.
Declining Lenders. If any Revolving Facility Lender declines or fails to consent to this Amendment by returning an executed counterpart of this Amendment to the Revolving Facility Administrative Agent prior to the Consent Deadline (as defined above), then pursuant to and in compliance with the terms of Section 11.16 of the Credit Agreement, such Lender may be replaced and its commitments and/or obligations purchased and assumed by a Lender upon such Lender’s execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption Agreement substantially in the form of Exhibit A hereto).
Declining Lenders. If any (i) existing Term Lender holding Term Loans or (ii) existing Revolving Lender holding Revolving Commitments declines or fails to consent to this Agreement (any such Lender, a “Declining Lender”) by returning a signed counterpart to this Agreement to the Administrative Agent prior to 5:00 p.m. New York time on Wednesday, March 15, 2017, then pursuant to and in compliance with the terms of Section 2.20 of the Credit Agreement, such Declining Lender may be replaced and its relevant Loans and/or Commitments, as applicable, purchased and assumed by an assignee to be determined by the Administrative Agent (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Agreement by the Administrative Agent and the Borrower shall be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto) and payment of the purchase price required by Section 2.20 of the Credit Agreement. For purposes hereof, the Administrative Agent and the Borrower agree that this Agreement shall constitute an Assignment and Assumption for purposes of the Credit Agreement (including, without limitation, in respect of Section 2.20) and that the provisions set forth in Exhibit D to the Credit Agreement shall apply mutatis mutandis in regard to any assignments effected hereby. For the avoidance of doubt, any Declining Lender may consent to this Agreement solely in its capacity as Lender under the Credit Agreement immediately prior to being replaced on the Second Amendment Effective Date for purposes of calculating receipt of the consent of the Required Lenders.
Declining Lenders. Notwithstanding any of the other provisions of this Section 2.05, any Term Loan Lender may elect not to accept all (but not less than all) of its pro rata percentage of any mandatory prepayment (any such Term Loan Lender, a “Declining Lender”, and any such declined amounts, the “Declined Amounts”) of Loans required to be made pursuant to clauses (b) and (c) of this Section 2.05 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 p.m. on the Business Day of such Term Loan Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Amounts shall be offered to Lenders that are not Declining Lenders on a pro rata basis, and any Declined Amounts remaining thereafter shall be retained by the Borrower.
Declining Lenders. If any Existing Revolving Lender holding Existing Revolving Commitments declines or fails to consent to this Agreement (any such Lender, a “Declining Lender”) by returning a signed counterpart to this Agreement to the Administrative Agent prior to 11:59 p.m. New York time on September 15, 2017, then such Declining Lender will make available its Revolving Commitments pursuant to the same terms (including pricing and maturity) as such Existing Revolving Commitments.