Non-Extending Lenders. The Commitment of each Non-Extending Lender shall terminate at the close of business on the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension, and on such Termination Date TBC shall take one of the following three actions:
(i) Replace the Non-Extending Lenders pursuant to Section 2.21(c); or
(ii) Pay or cause to be paid to the Agent, for the account of the Non-Extending Lenders, an amount equal to the Non-Extending Lenders’ Committed Advances, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to the Non-Extending Lenders; or
(iii) By giving notice to the Agent no later than three days prior to the Termination Date in effect prior to the delivery of such Extension Request, elect not to extend the Termination Date beyond the then applicable Termination Date, and in this event the Borrowers may in their sole discretion repay any amount of the Committed Advances then outstanding or exercise the Term Loan Conversion Option with respect to the Committed Advances outstanding on the Termination Date in accordance with Section 2.3.
Non-Extending Lenders. The Commitment of each Non-Extending Lender shall terminate at the close of business on the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension, provided that on the applicable anniversary date TBC may replace the Non-Extending Lenders pursuant to Section 2.22(c). On the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension TBC shall pay or cause to be paid to the Agent, for the account of the Non-Extending Lenders, an amount equal to the Non-Extending Lenders’ Advances, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to the Non-Extending Lenders.
Non-Extending Lenders. On the Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay all outstanding Loans of such Non-Extending Lender in accordance with Section 2.05 (together with all other Obligations then owing to such Non-Extending Lender in accordance with this Agreement in respect of such Loans) (the “Non-Extended Lender Payment Amount”) and shall, in accordance with Section 2.04, prepay any Loans outstanding on such date and Cash Collateralize outstanding Letters of Credit, in each case, solely to the extent that after giving effect to such termination, the Total Outstandings would exceed the Aggregate Commitments; provided that, to the extent that, after giving effect to termination of the Commitment of such Non-Extending Lender, the Aggregate Commitments would exceed the Total Outstandings at such time by an amount at least equal to the Non-Extended Lender Payment Amount, the Borrower shall be deemed to have requested Loans from the Extending Lenders subject to providing notice in accordance with Section 2.02 of this Agreement, and the Extending Lenders shall fund, an amount equal to the Non-Extended Lender Payment Amount (as specified in the notice of borrowing as provided under Section 2.02) and the Administrative Agent shall distribute the proceeds of such Loans to such Non-Extending Lender. Any Non-Extending Lender may elect to become an Extending Lender by written agreement with the Borrower and the Administrative Agent (and without requiring the consent of any other Lender). This Section 2.15 shall supersede any provisions in Section 2.10 and 2.11 of this Agreement to the contrary.
k. Section 7.10 of the Credit Agreement is hereby amended by replacing “Maturity Date” with “Extended Maturity Date”.
Non-Extending Lenders. The Maturity Date of the Non-Extending Lenders shall remain unchanged and the Borrower shall repay all Committed Loans of the Non-Extending Lenders outstanding on such Maturity Date, together with any accrued interest, fees or other amounts owing to such Lenders hereunder.
Non-Extending Lenders. The Administrative Agent may treat any Revolving Loans and Revolving Credit Exposure of the Non-Extending Lenders that are outstanding at any time on or after the Non-Extended Revolver Termination Date as a distinct Class of Revolving Loans and Revolving Credit Exposure from any outstanding Commitments, Loans and Credit Exposure of the Extending Lenders; provided that any such treatment is solely for administrative purposes and will not affect any Lender’s rights or obligations hereunder.
Non-Extending Lenders. Any Non-Extending Lender shall provide to the Borrower its full co-operation in facilitating the assignment of its Commitment to an assignee permitted hereunder (which assignee may be another Lender, if such assignee Lender accepts such assignment) identified by the Borrower that is ready, willing and able to be an assignee with respect thereto. If an Extension Request has been made and if, within 35 days after receipt by the Lenders of the notice of the Extension Request from the Administrative Agent, the Required Lenders have not approved in writing the extension of the Extension Date requested in an Extension Request, then the Extension Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify the Lenders and the Borrower of (a) any extension of the Extension Date pursuant to Section 2.6, and (b) of any Lender which becomes a Non-Extending Lender.
Non-Extending Lenders. (a) If any Existing Tranche A Term Lender, Existing Tranche A-2 Term Lender or Existing Revolving Lender does not return an executed Consent to the Administrative Agent (each such non-extending Lender, a “Non-Extending Lender”), such Non-Extending Lender shall be replaced and all of its rights and obligations under the Credit Agreement and the related Loan Documents shall be purchased at par and assumed by, in the case of (x) a Non-Extending Lender that is an Existing Tranche A Term Lender, JPMorgan Chase Bank, N.A. (the “New Tranche A Term Lender”), (y) in the case of a Non-Extending Lender that is an Existing Tranche A-2 Term Lender, JPMorgan Chase Bank, N.A. (the “New Tranche A-2 Term Lender”) and (z), in the case of a Non-Extending Lender that is an Existing Revolving Lender, Xxxxx Fargo Bank, N.A. (the “New Revolving Lender”).
(b) As of the Amendment No. 2 Effective Date, each Non-Extending Lender will be deemed to have executed an Assignment and Assumption for all of its then outstanding Loans and Commitments and will be deemed to have assigned all of its then outstanding Loans and Commitments to the New Tranche A Term Lender, the New Tranche A-2 Term Lender or the New Revolving Lender, as applicable. The terms and conditions set forth in the form Assignment and Assumption attached as Exhibit E to the Credit Agreement shall apply to each Non-Extending Lender as though such terms and conditions were set forth in this Section 4(b) in their entirety.
(c) Each of the New Tranche A Term Lender, the New Tranche A-2 Term Lender and the New Revolving Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as ...
Non-Extending Lenders. The Borrowers shall make all payments required under Section 2.17 to each Non-Extending Lender.
Non-Extending Lenders. The definition of “Maturity Date” set forth in Section 1.01 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:
Non-Extending Lenders. Each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that fails to notify the Company and the Administrative Agent of its election to agree to such an extension on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of its Maturity Date.
