Non-Continuing Lenders Sample Clauses

Non-Continuing Lenders. The Administrative Agent shall have received written verification acceptable to it that the Lenders under the Original Credit Agreement that are not Continuing Lenders have been, or will be, paid in full all amounts required to be paid to them by Borrower pursuant to Section 4.2(g).
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Non-Continuing Lenders. Subject to payment of amounts due and owing to them in accordance herewith, effective as of the First Amendment Closing Date, each Non-Continuing Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Lender” under the Loan Agreement (except for those provisions that provide for their survival, which provisions shall survive and remain in full force and effect for the benefit of the Non-Continuing Lenders) and the Commitments of each Non-Continuing Lender shall be terminated.
Sample 1
Non-Continuing Lenders. Each Existing Lender selecting Option B on the Lender Consent hereby consents and agrees (subject to the effectiveness of this Amendment and the assignment referred to in the following clause (ii)) to (i) this Amendment and (ii) sell the entire principal amount of its Initial Term Loans to the Replacement Lender via an assignment on the Third Amendment Effective Date pursuant to the Master Assignment. By executing a Lender Consent and selecting Option B, each Non-Continuing Lender shall be deemed to have executed a counterpart to the Master Assignment to give effect, solely upon the consent and acceptance by the Replacement Lender, to the assignment described in the immediately preceding sentence.
Sample 1
Non-Continuing Lenders. In the event (a) the Parent Borrower elects to replace a Lender in accordance with Section 1.12 hereto, or (b) this Agreement is amended and restated, extended, refinanced or replaced, and any Lender will not be participating in such amendment and restatement, extension, refinancing or replacement, and, in the case of (a) and (b), such Lender is liable to a beneficiary under an outstanding Letter of Credit (such Lender, a “Non-Continuing Lender”), such Non-Continuing Lender, if requested by the Parent Borrower, shall execute and deliver to the Parent Borrower and the Administrative Agent a Non-Continuing Lender Agreement (each a “Non-Continuing Lender Agreement”) substantially in the form of Exhibit O hereto, subject to such modifications thereto as may be necessary in the reasonable judgement of such Lender (and reasonably acceptable to the Administrative Agent and the Parent Borrower) to take into account changes in law and/or commercial practice since the Effective Date, on or prior to the date of the replacement of such Lender in accordance with Section 1.12 or the closing of such amendment and restatement, extension, refinancing or replacement; provided that, in the case of clause (b) above, (x) the terms and conditions of such amendment and restatement, extension, refinancing or replacement in respect of indemnities, repayment provisions, reimbursement provisions, security, guarantees, the purchase and receipt of participations in such Letters of Credit by the lenders thereunder and the administration of such Letters of Credit are at least as favorable to such Lender as the terms of this Agreement in respect of such provisions (i) with respect to any Original Lender (in the case of any such Lender that is liable to a beneficiary under any Non-Fronted Letter of Credit hereunder) and (ii) with respect to any Existing Issuing Lender (in the case of any such Lender that is liable to a beneficiary in its capacity as an Issuing Lender in respect of any Letter of Credit hereunder), as applicable and (y) each of the lenders under such amendment and restatement, extension, refinancing or replacement is an NAIC Approved Bank.
Sample 1
Non-Continuing Lenders. BARCLAYS BANK PLC By:/s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Associate Director WESTLB AG, NEW YORK BRANCH By:/s/ R. Xxxxxxxxx Rxxxxxx Name: R. Xxxxxxxxx Rxxxxxx Title: Executive Director By:/s/ Txxxxx Xxxx Name: Txxxxx Xxxx Title: Director ABN AMRO BANK N.V. By:/s/ Dxxxx Xxxxxxxxxx Name: Dxxxx Xxxxxxxxxx Title: Director By:/s/ Sxxxxx Xxxxxxxxxx Name: Sxxxxx Xxxxxxxxxx Title: Vice President UFJ BANK LIMITED By:/s/ Rxxxxxx Xxxxxx Name: Rxxxxxx Xxxxxx Title: Vice President Signature Page to Amendment No. 2 to the $3 Billion Five-Year Credit Agreement NATIONAL AUSTRALIA BANK LIMITED, A.B.N. 12 004 044 937 By:/s/ Exxxxxx Xxxxxxx Name: Exxxxxx Xxxxxxx Title: Senior Vice President Signature Page to Amendment No. 2 to the $3 Billion Five-Year Credit Agreement
Sample 1
Non-Continuing Lenders. Each Non-Continuing Lender, by its execution of this Amendment as a Non-Continuing Lender, shall be deemed, as of the Effective Date and thereafter, (i) to have a Revolving Commitment of $0 under the Existing Credit Agreement and not to be a Lender under the Existing Credit Agreement and (ii) not to be a Lender under the Third Amended and Restated Credit Agreement.
Sample 1
Non-Continuing Lenders. Company hereby acknowledges and agrees that any Existing Lender that is not a Lender under this Agreement on and from the Closing Date shall have no further obligations to make Loans or other extensions of credit under the Existing Credit Agreement or this Agreement or under any other Credit Document.
Sample 1
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Related to Non-Continuing Lenders

  • Non-Consenting Lenders The Borrower may, at its sole expense and effort, upon notice to a Non-Consenting Lender and the Administrative Agent, require such Lender to (i) be paid off in full for all of its Loans and interest due related thereto and relinquish all rights it has under the Loan Documents, or (ii) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 and 2.16) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment, or, solely in the case of Term Loans, Holdings or the Borrower (in which case such Term Loans shall, after such assignment, be immediately deemed cancelled for all purposes and no longer outstanding (and may not be resold) for all purposes of this Agreement and the other Loan Documents) or any Affiliated Debt Fund); provided that, in the case of this clause (ii), (1) the Borrower shall have paid to the Administrative Agent (unless waived by the Administrative Agent) the assignment fee (if any) specified in Section 10.04(b); (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable (including any amount pursuant to Section 2.10(j)) to it hereunder in connection with any prepayment of its Loans and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (3) such assignment does not conflict with applicable Law; and (4) the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Consenting Lenders The undersigned Lender hereby irrevocably and unconditionally approves the Amendment and consents to the certain amendments set forth therein. CIFC Funding 2012-II, Ltd. as a Lender (type name of the legal entity) By: CIFC Asset Management LLC, its Collateral Manager By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Authorized Signatory

  • Replacement of Non-Consenting Lender If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required Lenders shall have been obtained but the consent of one or more Lenders (each a “Non-Consenting Lender”) whose consent is required for such proposed change, waiver, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.

  • Replacement of a Defaulting Lender (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender:

  • Exiting Lenders (a) Each Person executing this Amendment under the heading “Exiting Lenders” on the signature pages hereto, in its capacity as a lender under the Existing Credit Agreement (each, an “Exiting Lender”), is signing this Amendment for the purposes of amending the Existing Credit Agreement as contemplated by Section 1 and assigning its revolving commitment and/or the outstanding portion of the term A loan it holds under the Existing Credit Agreement on the Second Amendment Effective Date to one or more Lenders under the Amended Credit Agreement as described in the following sentence. Upon giving effect to this Amendment, (i) each Exiting Lender’s portion of the term A loan outstanding under the Existing Credit Agreement shall be fully assigned at par to one or more Lenders under the Amended Credit Agreement, and each Exiting Lender’s revolving commitment under the Existing Credit Agreement shall be fully assigned to one or more Lenders under the Amended Credit Agreement, in each case so that, after giving effect to such assignments, the Lenders under the Amended Credit Agreement shall have Commitments and Applicable Percentages as set forth on Schedule 1.01(b) attached hereto, (ii) no Exiting Lender shall be a Lender under the Amended Credit Agreement, (iii) no Exiting Lender shall have any rights, obligations or duties as a lender under CHAR1\1892749v6 the Amended Credit Agreement or any other Loan Document, except for any right, obligation or duty which by the express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Existing Credit Agreement or such other Loan Document, and (iv) the Loan Parties shall have no obligations or liabilities to any Exiting Lender, except for obligations or liabilities which by the express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Existing Credit Agreement or such other Loan Document.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

  • Increasing Lenders Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and delivered to the Administrative Agent at least five (5) days before the effective date of such increase.

  • Replacement Lenders The Parent at its own cost and expense may designate an Eligible Assignee with the prior written consent of the Agent (and acceptable to each Fronting Letter of Credit Lender and the Swingline Lender), such consent not to be unreasonably withheld, conditioned or delayed (a “Replacement Lender”) to assume all or any part of the Commitments and the obligations of any Defaulting Lender hereunder, and to purchase the Accommodations Outstanding of such Defaulting Lender and such Defaulting Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days of such designation the Defaulting Lender shall (x) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Defaulting Lender, by way of an Assignment and Assumption for a purchase price equal to (unless such Defaulting Lender agrees to a lesser amount in writing) the outstanding principal amount of the Accommodations made by such Defaulting Lender, plus all interest accrued and unpaid thereon and all other amounts owing to such Defaulting Lender hereunder, and (y) assign to such Replacement Lender the Commitments of such Defaulting Lender. In the event any Defaulting Lender fails to execute the Assignment and Assumption in connection with an assignment pursuant to this Section, the Agent may, but only after such Defaulting Lender has been paid in full what it is entitled to be paid under this Section, upon two (2) Business Days’ prior notice to the Defaulting Lender, execute such agreement on behalf of the Defaulting Lender, and each Lender hereby grants to the Agent an irrevocable power of attorney (which shall be coupled with an interest) for such purpose. Upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such Assignment and Assumption by the Agent pursuant to Section 18.01(3) hereof, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments). Additionally, in the event a Defaulting Lender has been a Defaulting Lender for more than ninety (90) consecutive days, the Borrowers, at their own cost and expense, may repay in full all outstanding obligations under the Loan Documents (except for the Eligible Hedging Agreements and Other Secured Obligations) owed to such Defaulting Lender and terminate in full all of the Commitment held by such Defaulting Lender, and upon such repayment and termination such Defaulting Lender shall cease to be a “Lender” for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights which according to this Agreement shall survive the termination of the Commitments).

  • Increasing Lenders and New Lenders The Borrower may, prior to the Expiration Date, request that (1) the current Lenders (each, a “Current Lender”) increase their Revolving Credit Commitments (any Current Lender which elects to increase its Revolving Credit Commitment shall be referred to as an “Increasing Lender”) and/or (2) one or more new lenders (each, a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following terms and conditions:

  • Non-U.S. Lenders For each New Lender that is a Non-US Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Lender may be required to deliver to Administrative Agent pursuant to Section 2.20(d) of the Credit Agreement.

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