Common use of Non-Extending Lenders Clause in Contracts

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. 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 ’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. (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 rights and obligations of Administrative Agent (each such non-extending Lender, 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)(iiLender”), 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 replaced 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 Agreement and the related Loan Documents shall be purchased at par and assumed by, in the same manner 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, ▇▇▇▇▇ 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 are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. (d) The Administrative Agent hereby consents to this Amendment and consents to (i) the assignment of the Existing Revolving Commitments of each Non-Extending Revolving Lender to the New Revolving Lender in accordance with Section 2.22(vi) of the Credit Agreement and (ii) the establishment of the Tranche A Term Loans and Tranche A-2 Term Loans as Replacement Term Loans pursuant to the last paragraph of Section 11.1 of the Credit Agreement. (e) For the avoidance of doubt, all Existing Revolving Commitments shall continue to be outstanding as Revolving Commitments under the Credit Agreement (as amended hereby) on and after the Amendment No. 2 Effective Date, subject to the same procedures as are contemplated in Section 3.12(e)(iterms of this Amendment. (f) above and, upon such assignment becoming effective, each assignee shall be deemed to be an Extending Lender and On 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 LendersAmendment No. 2 Effective Date, the Borrower shall ensure that pay to the Commitments Administrative Agent, for the account of all each Existing Tranche A Term Lender, Existing Tranche A-2 Term Lender and Existing Revolving Lender, the accrued and unpaid interest through the Amendment No. 2 Effective Date, on the Existing Tranche A Term Loans, Existing Tranche A-2 Term Loans or Existing Revolving Loans, as applicable (but such amount, the “Accrued Interest Payment”). The Interest Period in effect with respect to each of the Existing Tranche A Term Loans, Existing Tranche A-2 Term Loans and Existing Revolving Loans immediately prior to the Amendment No. 2 Effective Date shall continue until the expiration thereof. Notwithstanding anything to the contrary in the Credit Agreement, upon the expiration of each such Interest Period, the Borrower shall pay interest on the Existing Tranche A Term Loans, Existing Tranche A-2 Term Loans and Existing Revolving Loans solely for the portion of such Interest Period not less than allpreviously covered by the Accrued Interest Payment. (g) On the Amendment No. 2 Effective Date, the Borrower shall pay to the Administrative Agent, for the account of each Existing Tranche A Term Lender, Existing Tranche A-2 Term Lender and Existing Revolving Lender, any amounts due to each such Lender under Section 2.22(v) 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) aboveCredit Agreement.

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)(i3.120(e)(i) or the Loan Indebtedness of a Non-Extending Lender is not repaid in accordance with Section 3.12(e)(ii3.120(e)(ii), then such Non-Extending Lender shall continue to be obliged to make its Lender's ’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(e3.120(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)(i3.120(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)(ii3.120(e)(ii) above.