Non-Extending Lenders Sample Clauses

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. Unless a Non-Extending Lender extends the maturity date of its Commitment from April 28, 2025 to the then-current Revolving Loan Termination Date of the other Lenders that are not Non-Extending Lenders by written notice to Borrower and Administrative Agent prior to April 27, 2024, Borrower shall be required to repay the entire outstanding principal amount of, and all accrued but unpaid interest, on the Revolving Loans owing to such Non-Extending Lender on April 28, 2025 (together with any fees on such Revolving Loans accrued to the date of such repayment, including but not limited to any applicable compensation due in accordance with Section 5.4) and such Non-Extending Lender’s Commitment as of such date shall be terminated, thereby resulting in a corresponding reduction of aggregate Commitments. For avoidance of doubt, any payment made by the Borrower to a Non-Extending Lender pursuant to the preceding sentence shall not be applied pro rata pursuant to Section 3.2 of this Agreement. Upon such reduction in the aggregate Commitments, (i) Administrative Agent shall promptly provide to each Lender a new Schedule I to this Agreement reflecting the reduction in the aggregate Commitments and (ii) in the event there are any Revolving Loans and/or Letters of Credit outstanding after giving effect to such reduction in the aggregate Commitments, the amount of such Revolving Loans owing to each Lender and the amount of Letter of Credit Liabilities applicable to each Lender shall be appropriately adjusted by Administrative Agent to reflect the new Commitment percentages of the Lenders.

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. 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. 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. The Borrowers shall make all payments required under Section 2.17 to each Non-Extending Lender.

Non-Extending Lenders. If the rights and obligations of a Non-Extending Lender under the Loan Documents are not assigned in accordance with Section 3.12(e)(i) or the Loan Indebtedness of a Non-Extending Lender is not repaid in accordance with Section 3.12(e)(ii), then such Non-Extending Lender shall continue to be obliged to make its Lender's Proportion of Borrowings available to the Borrower on a revolving basis prior to the Maturity Date applicable to its Commitments and on such date: (i) the Commitments of such Non-Extending Lender shall be automatically cancelled and all Loan Indebtedness then owing to such Non-Extending Lender hereunder shall be repaid in full; and (ii) the Total Syndicated Commitment shall be deemed to be reduced by the amount of such cancelled Syndicated Commitment; provided that, notwithstanding Section 3.12(e) or any other provision herein, at any time prior to such Maturity Date, the Borrower may require any Non-Extending Lender to assign all or (subject to Section 16.9(a)) a portion of its rights and obligations under the Credit Facility in the same manner and subject to the same procedures as are contemplated in Section 3.12(e)(i) above and, upon such assignment becoming effective, each assignee shall be deemed to be an Extending Lender and the Maturity Date applicable to the Assigned Interests shall be extended to the Maturity Date applicable to the Commitments of the Extending Lenders; and provided, further, that where the proposed Assigned Interests are less than the aggregate Commitments of all of the Non-Extending Lenders, the Borrower shall ensure that the Commitments of all (but not less than all) of the Non-Extending Lenders are assigned or cancelled either (A) by requiring some or all of the Non-Extending Lenders to (and such Non-Extending Lender shall thereupon become obligated to) assign to the proposed assignee or assignees the same proportion of their respective Commitments as their respective Commitments bear to the aggregate Commitments of all Non-Extending Lenders or (B) if no Default or Event of Default then exists, by repaying to some or all of the Non-Extending Lenders all Loan Indebtedness owing hereunder to the Non-Extending Lenders in the same manner as is contemplated in Section 3.12(e)(ii) above.

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.