Election of Approving Lenders to Continue Funding. If as of 9:00 a.m. (New York City time) on any Business Day, the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a “Declining Lender” with respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or (ii) the Borrower delivered the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c)).
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Samples: Revolving Credit Agreement (Bunge Global SA), Revolving Credit Agreement (Bungeltd), Revolving Credit Agreement (Bungeltd)
Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date shall automatically, without any action on the part of any Person, be deemed an “Approving Lender” with respect to such Conversion to Approving Lender Date. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available (as provided in Section 2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 3.1(B) (ii) or with respect to any Approving Lender that is not the Borrower delivered applicable Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, assume participations in such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit as a Dollar Working Capital Facility Uncommitted Tranche L/C Participant in an amount consistent with and as provided by Section 3.6). From the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to first date after the Conversion to Approving Lenders Date on and thereafter (or until the next Conversion to Approving Lenders Date, if any, at which such Lender delivered time one or more Dollar Working Capital Facility Uncommitted Tranche Lenders that had been Approving Lenders may become a Declining Lender Notice Lender), all subsequent Dollar Working Capital Facility Uncommitted Tranche Loans and issuances of Dollar Working Capital Facility Uncommitted Tranche Letters of Credit (or amendments or extensions of such Letters of Credit) shall be made unilaterally by the Approving Lenders in respect of such Conversion to Approving Lenders Date, and no Dollar Working Capital Facility Uncommitted Tranche Letter of Credit thereafter issued (or amended or extended) shall be participated in by the Declining Lenders in respect of such Conversion to Approving Lenders Date pursuant to Section 3.6.
(b) Notwithstanding the foregoing, however, for purposes of allocating repayments prior to the Administrative Agent; provided that for occurrence of an Event of Default hereunder, the avoidance Dollar Working Capital Facility Uncommitted Tranche Percentage of doubteach Dollar Working Capital Facility Uncommitted Tranche Lender, no with respect to Dollar Working Capital Facility Uncommitted Tranche Loans and Dollar Working Capital Facility Uncommitted Tranche Letters of Credit outstanding on any specified Conversion to Approving Lenders Date or Increase Effective Date in respect of the Dollar Working Capital Facility Uncommitted Tranche, shall remain fixed at the percentage held by such Dollar Working Capital Facility Uncommitted Tranche Lender the day before such specified Conversion to Approving Lenders Date or Increase Effective Date in respect of the Dollar Working Capital Facility Uncommitted Tranche, as applicable, without respect to any changes which may subsequently occur in such Dollar Working Capital Facility Uncommitted Tranche Lender’s Participation Adjusted Dollar Working Capital Facility Uncommitted Tranche Percentage (prior to the earlier to occur of the next Conversion to Approving Lenders Date or the Increase Effective Date in respect of the Dollar Working Capital Facility Uncommitted Tranche). Upon the occurrence of an Event of Default and thereafter, the allocation of all repayments and proceeds from the exercise of remedies hereunder shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage of any requested Loan (allocated as provided in Section 2.1(a8(b) of the U.S. Security Agreement and Section 2.2(c))8(b) of the Canadian Security Agreement.
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Election of Approving Lenders to Continue Funding. (a) If as of 9:00 a.m. one or more Lenders (New York City timethe “Declining Lender” or “Declining Lenders”) on any Business Day, provides the Administrative Agent receives with, and the Administrative Agent has actually received, a written Notice of Declining Lender Notice indicating that for reasons other than a Default or an Event of Default from that such Lender or Lenders have elected to thereafter not fund any LenderLoans or issue or participate in additional Letters of Credit, the Administrative Agent shall notify the Lenders by 6:00 p.m. (New York City time) that same day.
(b) The Lender or Lenders which are not the Declining Lenders (the “Approving Lenders”) shall fund their pro rata portion of any Loan or Letter of Credit to be issued thereafter unless and until such Lenders have delivered, and the
(i) all subsequent Loans and issuances or amendments of Letters of Credit (which shall include any extensions of any previously issued Letters of Credit) shall be made solely by the Approving Lenders and no Letter of Credit thereafter issued (or extended), or Loans related thereto shall be participated in by the Declining Lenders, and (ii) the Lenders’ Credit Extensions for each such Approving Lender shall be considered increased on the basis of each such Loan, and issuance of a “Letter of Credit, but in any event by an amount not more than its pro rata share, based on the Uncommitted Participation Amounts of all Approving Lenders, of the Declining Lender” with respect ’s Uncommitted Participation Amount (determined as of the Conversion to (i) Approving Lenders Funding Date). Notwithstanding the foregoing, the election of any Loans Approving Lender to make its pro rata share of the full amount of any requested Loan or participate in its pro rata share of any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation issuance of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on Letter of Credit from and after the Conversion to Approving Lenders Lender Funding Date on which shall not have the effect of increasing such Lender’s Uncommitted Participation Amount without the express written consent of such Lender.
(c) A Lender delivered that becomes a Declining Lender Notice or any Affiliate of a Lender that becomes a Declining Lender shall not be considered a Swap Bank with respect to Swap Contracts entered into after the applicable Lender has become a Declining Lender. Accordingly, if a Swap Bank should enter into a Swap Contract with any Borrower after such Lender or its Affiliate that is a Lender has become a Declining Lender and the Intercreditor Agreement shall have been executed, any applicable 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 Bank shall not be entitled to any sharing of amounts pursuant to the Administrative Agent. The 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 effectiveness of the Intercreditor Agreement or after the execution of the Intercreditor Agreement but prior to the occurrence of a Sharing Event under the Intercreditor Agreement, all repayments of Loans and Reimbursement Obligations 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 Loan was made or such Letter of Credit issued and the Administrative Agent shall promptly notify apply such payment in chronological order of outstanding Obligations, with the Borrower and oldest Obligation (based on the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan date made or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (iissued) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or being repaid first.
(ii) After the Borrower delivered execution of the Borrowing Notice or conversion or continuation noticeIntercreditor Agreement and upon the occurrence of a Sharing Event under the Intercreditor Agreement, as applicableif any, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubtand thereafter, no Lender’s Participation repayments hereunder shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage allocated according to Section 2.01 of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c))the Intercreditor Agreement.
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Samples: Uncommitted Credit Agreement (Par Petroleum Corp/Co)
Election of Approving Lenders to Continue Funding. (a) If as of 9:00 a.m. one or more Lenders (New York City timethe “Declining Lender” or “Declining Lenders”) on any Business Day, provides the Administrative Agent receives with, and the Administrative Agent has actually received, a written Notice of Declining Lender Notice indicating that for reasons other than a Default or an Event of Default that such Lender or Lenders have elected to thereafter not fund any Loans or issue or participate in additional Letters of Credit, and in any such event any other Lender or Lenders do approve further Loans or the further issuances of, or amendments to, Letters of Credit, the Administrative Agent shall notify the Lenders by 6:00 p.m. (New York City time) that 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, based on the Uncommitted Participation Amounts of all Lenders that have elected to continue funding, as adjusted after such Conversion to Approving Lenders Funding Date) make the full amount of such requested Loan or issue the requested Letter of Credit irrespective of the Declining Lenders’ disapproval (in such case, the Lender or Lenders that elect to continue funding shall be referred to as the “Approving Lenders”). In such event, from such date forward (the “Conversion to Approving Lenders Funding Date”)
(i) all subsequent Loans (which shall include any LenderContinuations 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 solely by the Approving Lenders and no Letter of Credit thereafter issued (or extended), or Loans (including any such Continuations) related thereto shall be participated in by the Declining Lenders, and (ii) the Lenders’ Credit Extensions for each such Approving Lender shall be considered increased on the basis of each such Loan, and issuance of a “Letter of Credit, but in any event by an amount not more than its pro rata share, based on the Uncommitted Participation Amounts of all Approving Lenders, of the Declining Lender” with respect ’s Uncommitted Participation Amount (determined as of the Conversion to (i) Approving Lenders Funding Date). Notwithstanding the foregoing, the election of any Loans Approving Lender to make its pro rata share of the full amount of any requested Loan or participate in its pro rata share of any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation issuance of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on Letter of Credit from and after the Conversion to Approving Lenders Lender Funding Date on which shall not have the effect of increasing such Lender’s Uncommitted Participation Amount without the express written consent of such Lender.
(c) A Lender delivered that becomes a Declining Lender Notice or any Affiliate of a Lender that becomes a Declining Lender shall not be considered a Swap Bank with respect to Swap Contracts entered into after the applicable Lender has become a Declining Lender. Accordingly, if a Swap Bank should enter into a Swap Contract with any Borrower after such Lender or its Affiliate that is a Lender has become a Declining Lender and the Intercreditor Agreement shall have been executed, any applicable 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 Bank shall not be entitled to any sharing of amounts pursuant to the Administrative Agent. The 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 effectiveness of the Intercreditor Agreement or after the execution of the Intercreditor Agreement but prior to the occurrence of a Sharing Event under the Intercreditor Agreement, all repayments of Loans and Reimbursement Obligations 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 Loan was made or such Letter of Credit issued and the Administrative Agent shall promptly notify apply such payment in chronological order of outstanding Obligations, with the Borrower and oldest Obligation (based on the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan date made or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (iissued) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or being repaid first.
(ii) After the Borrower delivered execution of the Borrowing Notice or conversion or continuation noticeIntercreditor Agreement and upon the occurrence of a Sharing Event under the Intercreditor Agreement, as applicableif any, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubtand thereafter, no Lender’s Participation repayments hereunder shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage allocated according to Section 2.01 of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c))the Intercreditor Agreement.
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Par Petroleum Corp/Co)
Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date or (ii) shall automatically, without any action on the Borrower delivered the Borrowing Notice or conversion or continuation noticepart of any Person, as applicable, for be deemed an “Approving Lender” with respect to such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consentDate. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 2.2(c)).3.1(B) (or with respect to any Approving Lender that is not the applicable Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, assume participations in such Dollar Working Capital Facility Uncommitted Tranche Letter of Credit as a
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Election of Approving Lenders to Continue Funding. (a) If the Administrative Agent receives a Declining Lender Notice from a Dollar Working Capital Facility Uncommitted Tranche Lender on any Business Day, it will promptly forward notice of the same to all other Dollar Working Capital Facility Uncommitted Tranche Lenders that are not then Declining Lenders. If as of 9:00 10:00 a.m. (New York City time) on any Business Day, (i) the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a one or more Dollar Working Capital Facility Uncommitted Tranche Lenders (the “Declining Lender” with or “Declining Lenders” in respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the such Conversion to Approving Lenders Date on which such Date) and (ii) the other Dollar Working Capital Facility Uncommitted Tranche Lender delivered a Declining Lender Notice or Dollar Working Capital Facility Uncommitted Tranche Lenders approve (or are deemed to approve as provided in this Section 4.22(a)) further Dollar Working Capital Facility Uncommitted Tranche Loans or the Administrative Agent. The further issuances of, extensions of, automatic renewal of or amendments to Dollar Working Capital Facility Uncommitted Tranche Letters of Credit, the Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender NoticeDollar Working Capital Facility Uncommitted Tranche Lenders. A Lender will be deemed to be an “Approving Lender” with With respect to any Loan requestedConversion to Approving Lender Date, any request for conversion from a Daily Simple SOFR Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Loan by the Borrower to be made on any date if (i) such Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 10:00 a.m. on such date or (ii) shall automatically, without any action on the Borrower delivered the Borrowing Notice or conversion or continuation noticepart of any Person, as applicable, for be deemed an “Approving Lender” with respect to such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consentDate. Each Approving Lender shall (x) with respect to any Dollar Working Capital Facility Uncommitted Tranche Loan, make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a2.5(d)) its Dollar Working Capital Facility Uncommitted Tranche Percentage of such requested Dollar Working Capital Facility Uncommitted Tranche Loan (in an amount determined pursuant to Section 2.5(d)) and (y) with respect to any Dollar Working Capital Facility Uncommitted Tranche Letter of Credit for which such Approving Lender is the Dollar Working Capital Facility Uncommitted Tranche Issuing Lender, renew or issue such Letter of Credit in an amount consistent with and as provided by Section 2.2(c)).3.1(B) (or with respect USActive 56005294.156005294.9 -167-
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Election of Approving Lenders to Continue Funding. If as of 9:00 a.m. (New York City time) on any Business Day, the Administrative Agent receives a Declining Lender Notice for reasons other than a Default or an Event of Default from any Lender, such Lender shall be considered a “Declining Lender” with respect to (i) any Loans requested in any Borrowing Notice, (ii) any election to convert Daily Simple SOFR Eurocurrency Loans to Term SOFR Loans or ABR Loans, Term SOFR Loans to Daily Simple SOFR Loans or ABR Loans or ABR Loans to Daily Simple SOFR Loans or Term SOFR Eurocurrency Loans pursuant to Section 2.6(a) and (iii) any continuation of a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan made pursuant to Section 2.6(b), in each case delivered by the Borrower to the Administrative Agent on and after the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender Notice. A Lender will be deemed to be an “Approving Lender” with respect to any Loan requested, any request for conversion from a Daily Simple SOFR Eurocurrency Loan to a Term SOFR Loan or an ABR Loan, a Term SOFR Loan to a Daily Simple SOFR Loan or an ABR Loan, or an ABR Loan to a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan or request for a continuation of a Daily Simple SOFR Loan or Term SOFR Eurocurrency Loan by the Borrower to be made on any date if (i) such Lender has not provided a Declining Lender Notice to the Administrative Agent as of 9:00 a.m. on such date or (ii) the Borrower delivered the Borrowing Notice or conversion or continuation notice, as applicable, for such Loan to the Administrative Agent prior to the Conversion to Approving Lenders Date on which such Lender delivered a Declining Lender Notice to the Administrative Agent; provided that for the avoidance of doubt, no Lender’s Participation shall be exceeded without its written consent. Each Approving Lender shall make available its Participation Percentage of any requested Loan (as provided in Section 2.1(a) and Section 2.2(c)).
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