Term Lender Opt-Out Sample Clauses

The Term Lender Opt-Out clause allows individual lenders in a syndicated loan agreement to decline participation in certain amendments, waivers, or actions that would otherwise require unanimous or majority lender consent. In practice, this means that if a proposed change to the loan terms is not acceptable to a particular lender, that lender can choose to opt out of being bound by the change, even if other lenders agree. This clause is particularly useful in protecting the interests of minority lenders by ensuring they are not forced into unfavorable modifications, thereby balancing flexibility for the borrower and majority lenders with protection for dissenting parties.
Term Lender Opt-Out. With respect to any prepayment of Initial Term Loans and, unless otherwise specified in the documents therefor, other Term Loan Tranches pursuant to Section 2.05(b)(ii) or (iii), any Appropriate Lender, at its option (but solely to the extent the Borrower elects for this clause (c) to be applicable to a given prepayment), may elect not to accept such prepayment as provided below. The Borrower Representative (on behalf of the Borrowers) may notify the Administrative Agent of any event giving rise to a prepayment under Section 2.05(b)(ii) or (iii) at least ten Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under Section 2.05(b)(ii) or (iii) (the “Prepayment Amount”). The Administrative Agent will promptly notify each Appropriate Lender of the contents of any such prepayment notice so received from the Borrower Representative (on behalf of the Borrowers), including the date on which such prepayment is to be made (the “Prepayment Date”). Any Appropriate Lender may (but solely to the extent the Borrower elects for this clause (c) to be applicable to a given prepayment) decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent no later than five Business Days after the date of such Appropriate Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Administrative Agent on or prior to such fifth Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Administrative Agent by the Borrowers and applied by the Administrative Agent ratably to prepay Term Loans under the Term Loan Tranches owing to Appropriate Lenders (other than Declining Lenders) in the manner described in Section 2.05(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans, New Term Loans or Specified Refinancing Term Loans owing to Declining Lenders shall be retained by the Borrowers (such amounts, “De...
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Related to Term Lender Opt-Out

  • Term Loan Commitment On the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof), each Lender will make one term loan (relative to such Lender, its "Term Loan") to the Borrower equal to the lesser of its Revolving Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

  • Incremental Lenders Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Increases. Incremental Increases may be provided by any existing Lender (but no existing Lender will have an obligation to make a portion of any Incremental Increase) or by any other Persons (each, an “Incremental Lender”); provided that the Administrative Agent, the Issuing Bank and the Swingline Lender, as applicable, shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Incremental Lender’s providing such Incremental Increase to the extent any such consent would be required under Section 11.5(b) for an assignment of Loans or Commitments, as applicable, to such Incremental Lender. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Incremental Lender is requested to respond, which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the proposed Incremental Lenders (or such shorter period as agreed to by the Administrative Agent in its sole discretion). Each proposed Incremental Lender may elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period whether it agrees, to provide an Incremental Increase and, if so, whether by an amount equal to, greater than or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide an Incremental Increase.