Declining Lender Notice definition

Declining Lender Notice a notice substantially in the form of Exhibit H.

Declining Lender Notice as defined in Section 2.13(f).

Declining Lender Notice has the meaning assigned to such term in Section 2.18 hereof.

Examples of Declining Lender Notice in a sentence

• The Administrative Agent shall promptly notify the Borrower and the other Lenders upon the receipt of any Declining Lender Notice.

• Unless Administrative Agent shall have received a Declining Lender Notice pursuant to and in accordance with Section 2.18 in respect of any Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.4(a) and may, in reliance upon such assumption but without any obligation to do so, make available to the Borrower a corresponding amount.

• The undersigned has caused this Declining Lender Notice to be executed and delivered by its duly authorized officer this ___ day of ____.

• With respect to any Conversion to Approving Lender Date, any Dollar Working Capital Facility Uncommitted Tranche Lender that has not provided a Declining Lender Notice to the Administrative Agent as of 10:00 a.m. on such date shall automatically, without any action on the part of any Person, be deemed an “Approving Lender” with respect to such Conversion to Approving Lender Date.

• Any Declining Lender Notice received by the Administrative Agent prior to 12:00 p.m. (New York City time) on any Business Day from any Declining Lender shall be effective with respect to such Declining Lender on the immediately succeeding Business Day and such Declining Lender shall not be required to fund any Revolving Credit Loans that are made pursuant to Borrowing Requests received by the Administrative Agent on or after such next Business Day.

• If the New Letter of Credit has not been issued by the end of the Declining Lender Notice Period, Clause 4.5(b) shall apply (on the assumption, if not the case, that a Substitute Lender has not been found by the time specified in Clause 4.4(a)) and the Agent shall promptly deliver a Lloyd’s Termination Notice (in accordance with Clause 4.3 (Declining Lender Mechanics)).

• In such event, from the Business Day following receipt of any Declining Lender Notice by the Administrative Agent (each, a “Conversion to Approving Lenders Funding Date”) forward all subsequent Loans, shall be made unilaterally by the Approving Lenders and no Loans thereafter made shall be participated in by the Declining Lenders.

• COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent By:____________________________ Name: Title: EXHIBIT H FORM OF DECLINING LENDER NOTICE Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent [Address] Re: Declining Lender Notice Ladies and Gentlemen: Reference is made to the Revolving Credit Agreement, dated as of July 16, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Xxxxx Limited Finance Corp.

• COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent By:____________________________ Name: Title: EXHIBIT H FORM OF DECLINING LENDER NOTICE Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent [Address] Re: Declining Lender Notice Ladies and Gentlemen: Reference is made to the Revolving Credit Agreement, dated as of July 15, 2022 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Xxxxx Limited Finance Corp.

• If such Declining Lender Notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amounts specified in such notice shall be due and payable on the date specified therein.

More Definitions of Declining Lender Notice

Declining Lender Notice a notice substantially in the form of Exhibit G. “Default”: any event that is, or after notice or lapse of time or both would become, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default. “Default Rate”: with respect to all amounts, expenses, costs and fees, a per annum rate equal to (a) the Interest Rate plus (b) 2.00%. “Defaulting Lender”: subject to the last clause of Section 2.7, any Lender that (a) has failed to (i) fund all or any portion of its participation obligation with respect to any Unpaid Drawing within two (2) Business Days of the date such obligation was required to be funded hereunder or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to participate in Letters of Credit hereunder and states that such position is based on such Lender’s determination that a condition precedent to issuance (or, if applicable, modification) thereof (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be (or was not) satisfied), or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of c...

Declining Lender Notice a notice substantially in the form of Annex V. “Default”: any of the events specified in Section 9.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. USActive 56005294.956005294.16- 42-

Declining Lender Notice a notice substantially in the form of Annex V.