Failure to Draw. If for any reason (other than a default by a Lender or a Lender's bank) the Advance is not made hereunder after a Drawing Request therefor has been given pursuant to Clause 4.2, the Borrower will pay to the Facility Agent for the account of the relevant Lenders such amount as the Facility Agent may certify in reasonable detail (such certification to be conclusive in the absence of manifest error) as necessary to compensate it for any resulting loss or expense on account of funds acquired, contracted for or utilised in order to fund the Advance.
Failure to Draw. The Borrower failing to request a draw of [*] of the Delayed Draw Term Loans Tranche A on or prior to the date that is [*] after the Delayed Draw Funding Milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. Without limiting the generality of the foregoing in this Section 8.1, it is understood and agreed that if the Loans are accelerated as a result of an Event of Default (including an acceleration upon the occurrence of an Event of Default pursuant to Section 8.1(f) or (g)), the Loans that become due and payable shall include the Applicable Premium determined as of such date, which shall become immediately due and payable by the Loan Parties and shall constitute part of the Obligations as if the Loans were being voluntarily prepaid or repaid as of such date, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Xxxxxx’s lost profits and actual damages as a result thereof. The Applicable Premium shall also be automatically and immediately due and payable if the Loans are satisfied or released by foreclosure (whether by power of judicial proceeding or otherwise), deed in lieu of foreclosure or by any other means, or if any acceleration of the Obligations is “decelerated” by the Borrower, or the Borrower otherwise reinstates the Obligations, including, without limitation, under a plan of reorganization or similar manner in any bankruptcy, insolvency or similar proceeding. The Applicable Premium payable pursuant to this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early repayment or prepayment of the Loans (and not unmatured interest or a penalty) and each of Borrower and the other Loan Parties agrees that it is reasonable under the circumstances currently existing. EACH OF THE BORROWER AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Each of the Borrower and the other Loan Parties expressly agree (to the fullest extent they may lawfully do so) that: (A) each of the Applicable Premium is reasonable ...
Failure to Draw. Within five (5) Business Days following the Petition Date, DIP Sellers fail to enter into a new Transaction under each Governing Agreement;
Failure to Draw. (i) (x) If the Term B Borrowing has not occurred during the Term B Availability Period and (y) [***], the Borrower shall, unless otherwise directed by the Required Lenders, pay to the Lenders on the last date of the Term B Availability Period an amount equal to [***].
Failure to Draw. If for any reason the Facility is not drawn hereunder after receipt by the Administrative Agent of a Notice of Drawing pursuant to Clause 4.4, the Borrower will pay to each Lender (other than a Lender which fails to make available its portion of the Loan by reason of its own negligence or default) such amount as such Lender may certify (such certification to be conclusive in the absence of manifest error) as necessary to compensate it for any resulting loss or expense on account of funds acquired, contracted for or utilised in order to fund its participation in the Loan.
