Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each year, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 4 contracts
Sources: Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of Capital held by such Non-Renewing LenderFinancial Institution prior to its termination as a Financial Institution.
Appears in 3 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear (commencing in the year 2018) by delivering written notice to each Managing Agent, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Managing Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Managing Agent’s Lender Group (each Lender in such Lender Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC L/C Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 3 contracts
Sources: Loan and Servicing Agreement (Newell Brands Inc.), Loan and Servicing Agreement (Newell Brands Inc), Loan and Servicing Agreement (Newell Brands Inc)
Extension of Scheduled Termination Date. The (a) At least 45 days but not more than 60 days prior to the Scheduled Termination Date, the Borrower may, no more frequently than once each yearby written notice to the Designated Agent, request an extension of the Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to extend the date set forth in the definition of “Scheduled Termination Date” (, notify the “Commitment Termination Date”) for a period of 364 days past Borrower and the then applicable Commitment Termination Date by delivering written notice Designated Agent in writing as to each Group Agent, with whether such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment Designated Agent and the Borrower in writing of any Committed Lender have a term of more than 364 days and, if its consent to any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Scheduled Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) 30 days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to the Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s Group satisfaction of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Walt Disney Co), 364 Day Credit Agreement (Walt Disney Co)
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear (commencing in the year 2006) by delivering written notice to the Managing Agents, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of an additional 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective as of the date one or more Committed Lenders having Commitments equal to 100% of the Facility Limit shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty sixty (12060) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety thirty (9030) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Puget Sound Energy Inc), Loan and Servicing Agreement (Puget Energy Inc /Wa)
Extension of Scheduled Termination Date. The Borrower may, no (a) At least 45 days but not more frequently than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (, the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date Borrower, by delivering written notice to each Group the Designated Agent, with such may request an extension to become effective as of the date one or more Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in their turn, in its sole discretion discretion, not later than 30 days prior to such Scheduled Termination Date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender Designated Agent and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond in writing of its consent to any such request within thirty (30) days but in any event no earlier than ninety (90) for extension of the Scheduled Termination Date at least 30 days prior to the then current Commitment such Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to such Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and warranties contained in Section 4.02 shall be correct on and as of such Extension Date, before and after giving effect to extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s Group satisfaction of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be correct on and as of such Extension Date, before and after giving effect to extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Walt Disney Co/), 364 Day Credit Agreement (Walt Disney Co/)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given 17 RECEIVABLES PURCHASE AGREEMENT to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment 18 RECEIVABLES PURCHASE AGREEMENT Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of Capital held by such Non-Renewing LenderFinancial Institution prior to its termination as a Financial Institution.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the 737919142 18589498 Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant with respect deemed to any undrawn and unexpired amount of any then refer to the related Conduit if such Conduit continues to have Capital outstanding Letters of Credit following the expiration as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of such Non-Renewing Lender.this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination 737919142 18589498
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower may, no (a) At least 45 days but not more frequently than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (, the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date Borrower, by delivering written notice to each Group the Designated Agent, with such may request an extension to become effective as of the date one or more Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in their turn, in its sole discretion discretion, not later than 30 days prior to such Scheduled Termination Date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender Designated Agent and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond in writing of its consent to any such request within thirty (30) days but in any event no earlier than ninety (90) for extension of the Scheduled Termination Date at least 30 days prior to the then current Commitment such Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to such Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s Group satisfaction of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Walt Disney Co/), 364 Day Credit Agreement (Walt Disney Co/)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the 737938467 18589498 Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant with respect deemed to any undrawn and unexpired amount of any then refer to the related Conduit if such Conduit continues to have Capital outstanding Letters of Credit following the expiration as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of such Non-Renewing Lender.this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination 737938467 18589498
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. (a) The Borrower may, no more frequently than once each yearyear by delivering written notice to the Managing Agents, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) Date for a period of up to an additional 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective as of the date one or more Committed Lenders having Commitments equal to 100% of the Maximum Committed Credit shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, and (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) 45 nor less than forty-five (45) 30 days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety thirty (9030) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. .
(b) If one any Committed Lender (other than Citibank, N.A. or more Group Agents (but less than allany Affiliate thereof) does not extend the Scheduled Termination Date, the Commitments consent to any extension of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on requested by the part of any Person Borrower pursuant to Section 2.14(a) hereof, the Borrower may, upon notice to such Committed Lender, such Committed Lender’s Managing Agent and the Scheduled Administrative Agent, require such Committed Lender to assign and delegate, without recourse all its interests, rights and obligations under this Loan Agreement to an assignee that shall assume such obligations (which assignee may be another Committed Lender, if a Committed Lender accepts such assignment); provided that (i) such Committed Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) such assignment shall be subject to the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld.
(c) If any Committed Lender (other than Citibank, N.A. or any Affiliate thereof) does not consent to any extension of the Commitment Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to requested by the Borrower pursuant to Section 2.14(a) hereof, the Borrower may, upon notice to such Committed Lender, such Committed Lender’s Managing Agent and the Administrative Agent, (i) repay all Secured Obligations owing to such Committed Lender, (ii) repay such Committed Lender’s Pro Rata Share of all Advances held by such Committed Lender’s related Conduit Lender, (iii) reduce the Maximum Committed Credit by an amount equal to such Committed Lender’s Commitment and (iv) reduce such Committed Lender’s related Conduit Lender’s Conduit Lending Limit by an amount equal to such Committed Lender’s Commitment. From and after any repayment and corresponding reduction in writing on or prior to the then current Commitment Termination Date. For Maximum Committed Credit as contemplated by the avoidance of doubtforegoing sentence, no Nonsuch non-Renewing extending Committed Lender shall cease to be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lendera Lender hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Medallion Financial Corp)
Extension of Scheduled Termination Date. The Borrower may, no more frequently No later than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (Date the “Commitment Termination Date”) for Seller may request in a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to the Agent that the Scheduled Termination Date then in effect be extended by three hundred sixty (360) days. The Agent will promptly inform each Purchaser Agent of any such request and each Purchaser Agent shall notify the Agent in writing no later than 30 days after its receipt of such notice whether its Purchaser Group Agent, with agrees to such extension (each such Purchaser Group agreeing to become effective as of such extension being a "CONSENTING PURCHASER GROUP"). In the date one or more Committed Lenders event that a Purchaser Agent shall in their sole discretion consent fail timely to so notify the Agent whether its Purchaser Group agrees to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Purchaser Group shall be deemed to have been made for such number of days so that, after giving effect refused to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of grant the requested extension. Upon receipt by the Agent of the consent to such extension of all the Purchaser Groups no later than 30 days after its receipt of such notice, the Scheduled Termination Date shall be automatically extended an additional three hundred sixty (360) days. If one or more the Instructing Group Agents (consents to such extension but less fewer than all) does not all the Purchaser Groups so consent, and if the Seller still desires to extend the Scheduled Termination Date, the Commitments of Seller may seek to replace any Purchaser Group that is a non-Consenting Purchaser Group pursuant to Section 9.8. If the Committed Lenders in such Group Agent’s Group (Seller and all the Purchaser Groups do not agree to the extension and each Lender in such Groupnon-Consenting Conduit Purchaser is not replaced, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall take place as scheduled. If the Scheduled Termination Date is extended, any non-Consenting Purchaser Group shall be extended only with respect replaced on the effective date of the assignment as set forth above and all amounts owing to such Purchaser Group hereunder shall, on such effective date, be paid in full pursuant to the Committed Lenders that have confirmed the extension terms of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing LenderSection 9.8 hereof.
Appears in 1 contract
Sources: Receivables Sale Agreement (Quebecor World Usa Inc)
Extension of Scheduled Termination Date. The (a) At least 45 days but not more than 60 days prior to the Scheduled Termination Date, the Borrower may, no more frequently than once each yearby written notice to the Designated Agent, request an extension of the Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to extend the date set forth in the definition of “Scheduled Termination Date” (, notify the “Commitment Termination Date”) for a period of 364 days past Borrower and the then applicable Commitment Termination Date by delivering written notice Designated Agent in writing as to each Group Agent, with whether such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment Designated Agent and the Borrower in writing of any Committed Lender have a term of more than 364 days and, if its consent to any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Scheduled Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) 30 days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to the Scheduled Termination Date of the requested extensiondecision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, and (ii) the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s satisfaction of the conditions set forth in clauses (i) and (ii) above, the Scheduled Termination Date shall, effective as of the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Commitment of any Declining Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the Borrower, such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the aggregate principal amount of all Advances then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Group Agents Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (but each Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than all$25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) does any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any Note or Notes held by such Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not extend later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such Extension Date, or would occur as a consequence thereof, and (ii) the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Scheduled Termination Date without further action required on then in effect shall be extended for the part additional 364-day period, as described in subsection (a) of any Person this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall be extended only notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing each such Extending Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of each such Non-Renewing Assuming Lender.
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each year, Company may request one extension of the Committed Lenders to extend the date scheduled Termination Date set forth in clause (a) of the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for thereof from June 30, 2009 to June 30, 2010 by submitting a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension to the Administrative Agent (an “Extension Request”) not less than ninety (90) days prior to June 30, 2009, which Extension Request shall include (i) the Company’s request to extend the scheduled Termination Date set forth in clause (a) of the definition thereof to June 30, 2010 and (ii) the date (which must be made not more than one hundred twenty (120) nor less than forty-five (45) days prior after the date of the Extension Request) as of which the Lenders must respond to the then current and applicable Commitment Termination Extension Request (the “Response Date”). The Group Administrative Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior shall forward the Extension Request to the then current Commitment Termination Date, provided, that any Group Agent’s Lenders promptly after its receipt thereof. Each Lender shall deliver its written consent to the Extension Request no later than the Response Date (and the failure to respond within provide such period written consent by such date shall be deemed to be a rejection of the requested extensiondecision not to extend). If one or more Group Agents (but less than all) does not any Lender declines to extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment scheduled Termination Date without further action required on the part of any Person then in effect, and the Scheduled Termination Date shall be extended only with respect no other Lender is willing to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing acquire such declining Lender’s Commitment, Obligations and other rights and duties hereunder on or prior to the date on which the requested extension is to be effective, all Obligations and other amounts due hereunder shall be paid in full by the Company to the Lenders and the Administrative Agent on the then current Commitment effective Termination Date (without giving effect to any such requested extension thereof). No such extension shall occur if an Event of Default or an Unmatured Event of Default is outstanding as of the date on which the extension shall occur or if the Company has not been in compliance with the financial covenants set forth in Article XI, including, without limitation, Section 11.14, for the two Fiscal Quarters immediately preceding the date on which the Company has requested the Extension Request to take effect. In the event the Lenders honor the Extension Request and agree to extend the scheduled Termination Date. For , the avoidance of doubt, no Non-Renewing Lender Company agrees that it shall be an LC Participant with respect pay to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration Administrative Agent for the ratable benefit of the Commitments of such Non-Renewing LenderLenders, in immediately available funds, and as a condition to completing the extension, a fee equal to 0.20% times the Revolving Commitment then in effect.
Appears in 1 contract
Sources: Credit Agreement (Wells Mid-Horizon Value-Added Fund I LLC)
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear (commencing in the year 2015) by delivering written notice to the Managing Agents, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty sixty (12060) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety thirty (9030) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Managing Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Managing Agent’s Lender Group (each Lender in such Lender Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Newell Rubbermaid Inc)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the 742891150 18589498 proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of Capital held by such Non-Renewing Lender.Financial Institution prior to its termination as a Financial Institution. 742891150 18589498
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower may, no more frequently No later than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (Date the “Commitment Termination Date”) for Seller may request in a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to the Agent that the Scheduled Termination Date then in effect be extended by three hundred sixty-four (364) days. The Agent will promptly inform each Group Agent, with Committed Purchaser of any such request and each Committed Purchaser shall notify the Agent in writing no later than 30 days after its receipt of such notice whether such Committed Purchaser agrees to such extension (each such Committed Purchaser agreeing to become effective as of such extension being a “Consenting Committed Purchaser”). In the date one or more event that a Committed Lenders Purchaser shall in their sole discretion consent fail timely to so notify the Agent whether it agrees to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Committed Purchaser shall be deemed to have been made for such number of days so that, after giving effect refused to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of grant the requested extension. Upon receipt by the Agent of the consent to such extension of all the Committed Purchasers no later than 30 days after its receipt of such notice, the Scheduled Termination Date shall be automatically extended an additional three hundred sixty-four (364) days. If one or more the Instructing Group Agents (consents to such extension but less fewer than all) does not all the Committed Purchasers so consent, and if the Seller still desires to extend the Scheduled Termination Date, the Commitments of Seller may seek to replace any Committed Purchaser that is a non-Consenting Committed Purchaser pursuant to Section 9.8. If the Seller and all the Committed Lenders Purchasers do not agree to the extension and each non-Consenting Committed Purchaser is not replaced, and the event that the Seller does not activate the Term-Out Option set forth in such Group Agent’s Group (each Lender in such GroupSection 1.10 below, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall take place as scheduled. If the Scheduled Termination Date is extended, any non-Consenting Committed Purchaser shall be extended only with respect replaced on the effective date of the assignment as set forth above and all amounts owing to such Committed Purchaser hereunder shall, on such effective date, be paid in full pursuant to the Committed Lenders that have confirmed terms of Section 9.8 hereof. Notwithstanding anything contained herein to the contrary, any extension of their Commitments the Scheduled Termination Date or Maturity Date to a date beyond September 22, 2010, is subject to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance approval of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lenderall Purchasers.
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower may, no (a) At least 45 days but not more frequently than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (, the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date Borrower, by delivering written notice to each Group the Designated Agent, with such may request an extension to become effective as of the date one or more Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in their turn, in its sole discretion discretion, not later than 30 days prior to such Scheduled Termination Date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender Designated Agent and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond in writing of its consent to any such request within thirty (30) days but in any event no earlier than ninety (90) for extension of the Scheduled Termination Date at least 30 days prior to the then current Commitment such Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to such Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and 29 warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s Group satisfaction of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming 30 Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant with respect deemed to any undrawn and unexpired amount of any then refer to the related Conduit if such Conduit continues to have Capital outstanding Letters of Credit following the expiration as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of such Non-Renewing Lender.this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled ▇▇▇▇▇▇▇▇▇▇▇
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear (commencing in the year 2006) by delivering written notice to the Agent, request the Committed Alternate Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) Date for a period of an additional 364 days past the then applicable Commitment current Scheduled Termination Date by delivering written notice to each Group Agent, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extensionDate. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Alternate Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Scheduled Termination Date will be effective only upon the written agreement of at least one Committed Lender the Alternate Lenders and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty ninety (12090) nor less than sixty (60) days prior to the then current Scheduled Termination Date. Each Alternate Lender will respond to any such request no earlier than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Scheduled Termination Date, provided, that any Group Agent’s Alternate Lender's failure to respond within such period shall be deemed to be a rejection of the requested extension. If In the event that at least one or more Group Agents (but less than all) does not Alternate Lender agrees to extend the Scheduled Termination Date, the Commitments of Transaction Parties, the Committed Agent and such extending Alternate Lenders in shall enter into such Group Agent’s Group documents as such extending Alternate Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Alternate Lenders and the Agent (each Lender in such Group, a “Non-Renewing Lender”including reasonable attorney's fees) shall expire on be paid by the then current Commitment Termination Date without further action required on Borrower. In the part of event that any Person and Alternate Lender declines the request to extend the Scheduled Termination Date shall be extended only (each such Alternate Lender being referred to herein as a "Non-Renewing Alternate Lender"), and the Commitment of such Non-Renewing Alternate Lender is not assigned to another Person in accordance with respect to the Committed Lenders that have confirmed the extension terms of their Commitments to the Borrower in writing on or Article XII prior to the then current Commitment Scheduled Termination Date. For , the avoidance of doubt, no Non-Renewing Lender Borrowing Limit shall be reduced by an LC Participant with respect amount equal to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of each such Non-Renewing Alternate Lender's Commitment on the then current Scheduled Termination Date.
Appears in 1 contract
Sources: Credit and Security Agreement (PMC Commercial Trust /Tx)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day (or any other day as may be mutually agreed among the Seller, the Agent and each year, request Purchaser Agent) prior to the Committed Lenders to extend Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day (or other applicable day) being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.4(b), such extension shall not be 736370695 19636993 effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.4(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.4(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non- Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non- Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.4(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3) and (ii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all 736370695 19636993 rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.4, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of Capital held by such Non-Renewing LenderFinancial Institution prior to its termination as a Financial Institution.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Exelon Generation Co LLC)
Extension of Scheduled Termination Date. The Borrower may, no (a) At least 45 days but not more frequently than once each year, request 60 days prior to the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (, the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date Borrower, by delivering written notice to each Group the Designated Agent, with such may request an extension to become effective as of the date one or more Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in their turn, in its sole discretion discretion, not later than 30 days prior to such Scheduled Termination Date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender Designated Agent and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond in writing of its consent to any such request within thirty (30) days but in any event no earlier than ninety (90) for extension of the Scheduled Termination Date at least 30 days prior to the then current Commitment such Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to such Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of such Extension Date, before and after giving effect to extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s Group satisfaction of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of such Extension Date, before and after giving effect to extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only with respect until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to the Committed Lenders that have confirmed the extension this Section 4.6(a).
(b) Upon receipt of their Commitments notice from Agent or, if applicable, a Purchaser Agent, pursuant to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance Section 4.6(a) of doubt, no any Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following Financial Institution or that the expiration Scheduled Termination Date has not been extended, one or more of the Commitments of Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Lender.Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The Borrower SPE may, no more frequently than once each year, request the Committed Purchaser/Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group the Administrative Agent, with such extension to become effective as of the date one or more Committed Purchaser/Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Purchaser/Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Purchaser/Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of of, at least one Committed Purchaser/Lender and the Borrower SPE, and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Administrative Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group the Administrative Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 1 contract
Sources: Receivables Purchase and Financing Agreement (Phillips 66)
Extension of Scheduled Termination Date. The Borrower (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, no more frequently than once each yearin its sole discretion, request by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Committed Lenders Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to extend the 30th day prior to the Scheduled Termination Date then in effect (such period from the date set forth in of the definition Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of “such Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent; provided, with however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to become effective as any of the date Financial Institutions if any one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditionsFinancial Institutions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days notifies Agent and, if any applicable, the Purchaser Agent in such request would result in a term of more than 364 days, Financial Institution’s Purchaser Group during the Consent Period that such request shall be deemed Financial Institution either does not wish to have been made for such number of days so that, after giving effect consent to such extension on the date requested, such term will not exceed 364 days, or wishes to revoke its prior Consent Notice or (ii) none of fails to respond to Agent and, if applicable, the Committed Lenders will have any obligation Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to extend any Commitment, (iii) any consent to such extension or wishes to revoke its prior Consent Notice of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior fails to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any Agent and, if applicable, such request Purchaser Agent within thirty (30) days but in any event no earlier than ninety (90) days prior the Consent Period is herein referred to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, as a “Non-Renewing LenderFinancial Institution”). If none of the events described in the foregoing clauses (i) shall expire on or (ii) occurs during the then current Commitment Termination Date without further action required on the part of any Person Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended only until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).
(b) Upon receipt of notice from Agent or, if applicable, a Purchaser Agent, pursuant to Section 4.6(a) of any Non-Renewing Financial Institution or that the Scheduled Termination Date has not been extended, one or more of the Financial Institutions (including any Non-Renewing Financial Institution) may proffer to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Financial Institution. Provided the 20 742893773 18589498 proffered name(s) are acceptable to Agent, the Conduit in such Non-Renewing Financial Institution’s Purchaser Group and, if applicable, the Purchaser Agent in such Non-Renewing Financial Institution’s Purchaser Group, Agent shall notify each Purchaser Agent and the remaining Financial Institutions in MUFG’s Purchaser Group of such fact and each Purchaser Agent shall notify the remaining Financial Institutions in such Purchaser Agent’s Purchaser Group of such fact, and the then existing Scheduled Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1, and the Commitment of each Non-Renewing Financial Institution shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Financial Institution are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Financial Institution or its related Conduit, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Financial Institution”) and at least one Financial Institution is not a Non-Renewing Financial Institution, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that (i) the Purchase Limit shall be reduced on the Termination Date applicable to each Terminating Financial Institution by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Financial Institution and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Financial Institution (after application of Collections pursuant to Sections 2.2 and 2.3), (ii) the Conduit Purchase Limit of each Conduit shall be reduced by the aggregate amount of the Terminating Commitment Amount of each Terminating Financial Institution in such Conduit’s Purchaser Group and (iii) the Commitment of each Terminating Financial Institution shall be reduced to zero on the Termination Date applicable to such Terminating Financial Institution. Upon reduction to zero of the Capital of a Terminating Financial Institution (after application of Collections thereto pursuant to Section 2.2 and 2.3), all rights and obligations of such Terminating Financial Institution hereunder shall be terminated and such Terminating Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Capital held by such Terminating Financial Institution prior to the then current Commitment Termination Dateits termination as a Financial Institution. For the avoidance of doubt, no Non-Renewing Lender each reference to a Financial Institution in the context of a Terminating Financial Institution shall be an LC Participant deemed to refer to the related Conduit if such Conduit continues to have Capital outstanding as a Terminating Financial Institution.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Financial Institution in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6, the Commitment of each Financial Institution shall be reduced to zero on the Scheduled Termination Date. Upon reduction to zero of the Commitment of a Financial Institution and upon reduction to zero of the Capital of such Financial Institution, all rights and obligations of such Financial Institution hereunder shall be terminated and such Financial Institution shall no longer be a “Financial Institution”; provided, however, that the provisions of Article X shall continue in effect for its benefit with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of Capital held by such Non-Renewing Lender.Financial Institution prior to its termination as a Financial Institution. 742893773 18589498
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Extension of Scheduled Termination Date. The (a) At least 45 days but not more than 60 days prior to the Scheduled Termination Date, the Borrower may, no more frequently than once each yearby written notice to the Designated Agent, request an extension of the Committed Lenders Scheduled Termination Date for an additional 364-day period from its then scheduled date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to extend the date set forth in the definition of “Scheduled Termination Date” (, notify the “Commitment Termination Date”) for a period of 364 days past Borrower and the then applicable Commitment Termination Date by delivering written notice Designated Agent in writing as to each Group Agent, with whether such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion Lender will consent to such extension. Any such request If any Lender shall be subject fail to notify the following conditions: (i) at no time will any Commitment Designated Agent and the Borrower in writing of any Committed Lender have a term of more than 364 days and, if its consent to any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Scheduled Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) 30 days prior to the then current and applicable Commitment Termination Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Scheduled Termination Date, provided, that any Group Agent’s failure to respond within such period Lender shall be deemed to be a rejection Declining Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 25 days prior to the Scheduled Termination Date of the requested extension. decision of the Lenders regarding the Borrower’s request for an extension of the Scheduled Termination Date.
(b) If one all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date in effect at such time shall, effective as of the Scheduled Termination Date theretofore in effect (the “Extension Date”), be extended for an additional 364-day period; provided that (i) on such Extension Date, no Event of Default, or more Group Agents event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as a consequence thereof, (but less than allii) does not extend the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) on or prior to such Extension Date, the Commitments Borrower shall not have exercised the Term-Out Option. If fewer than all of the Committed Lenders consent in writing to any such Group Agentrequest in accordance with subsection (a) of this Section 2.20, subject to the Parent’s Group or the Borrower’s satisfaction, as applicable, of the conditions set forth in clauses (each Lender in such Groupi) through (iii) above, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall shall, effective as of the applicable Extension Date, be extended only with respect as to the Committed those Lenders that have confirmed so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extension extent that the Commitment of their Commitments to the Borrower any Declining Lender is not assumed in writing accordance with subsection (c) of this Section 2.20 on or prior to the then current applicable Extension Date, the Commitment Termination Date. For of such Declining Lender shall automatically terminate in whole on such Extension Date without any further notice or other action by the avoidance of doubtBorrower, no Non-Renewing such Lender or any other Person, and any outstanding Advances due to such Declining Lender shall be paid in full on such Extension Date (and on such Extension Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Scheduled Termination Date.
(c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Scheduled Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender (each Eligible Assignee that accepts an LC Participant offer to assume a Declining Lender’s Commitment in accordance with this Section 2.20(c), an “Assuming Lender”); provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and
(iii) with respect to any undrawn such Assuming Lender, any applicable processing and unexpired recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (A) each Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any then outstanding Letters Note or Notes held by such Declining Lender. Upon the payment or prepayment of Credit following the expiration all amounts referred to in clauses (i), (ii) and (iii) above, each such Extending Lender or Assuming Lender, as of the Commitments Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Extending Lenders and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as (i) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such NonExtension Date, or would occur as a consequence thereof, (ii) the representations and warranties contained in Section 4.02 shall be true and correct in all material respects on and as of such Extension Date, before and after giving effect to the extension of the Scheduled Termination Date, and (iii) the Borrower shall not have exercised the Term-Renewing Out Option, the Scheduled Termination Date then in effect shall be extended for the additional 364-day period, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Scheduled Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the Scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower Substitution of Lenders. -----------------------
(a) At any time after April 30, 1999 (but not more than once in any calendar year and not more than twice during the term of this Agreement), the Company may, no more frequently than once each yearat its option, request the Committed all Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment scheduled Termination Date by delivering written notice one year by means of a letter, addressed to each Group Lender and the Administrative Agent, with substantially in the form of Exhibit L. --------- Each Lender electing (in its sole and complete discretion) so to extend the scheduled Termination Date shall deliver signed counterparts of such extension letter to become effective as of the Company and the Administrative Agent no later than 45 days after the date one or more Committed Lenders shall in their sole discretion consent to of such extensionrequest by the Company (such 45th day, the "Extension Response Date"). Any ----------------------- Lender which does not deliver such request shall be subject to counterparts by the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Extension Response Date shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation declined to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment scheduled Termination Date. The Group Agent for each applicable Committed Lender will respond If all Lenders elect to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled scheduled Termination Date shall be extended only with respect for an additional one-year period on the date on 36 44 which the Administrative Agent has received signed counterparts of such letter from all Lenders (and the Administrative Agent shall promptly notify the Company and the Lenders of such extension). If all Lenders do not elect to extend the Committed Lenders that have confirmed scheduled Termination Date, the extension provisions of their Commitments subsection (b) below -------------- shall apply.
(b) If the scheduled Termination Date is not extended pursuant to clause (a) above after a request by the Borrower in writing on or Company, ---------- then the Company may, at any time prior to the then current 60th day after the Extension Response Date for such request, arrange for any Lender that did not elect to extend the Termination Date (a "Declining --------- Lender") to assign its Loans, its Commitment Termination Date. For the avoidance and all of doubtits ------ other rights and obligations hereunder to one or more other Lenders and/or Eligible Assignees (any such Person, a "Successor Lender"); provided that no Non-Renewing assignment to an ---------------- -------- Eligible Assignee which is not a Lender shall be effective without the prior written consent of the Administrative Agent and each Issuing Lender (which consents shall not be unreasonably withheld or delayed). Any such assignment shall be made pursuant to an LC Participant with respect Assignment and Acceptance between the Declining Lender and each applicable Successor Lender (it being understood that no Declining Lender shall be required to make any undrawn such assignment unless all of such Declining Lender's Loans, Commitment and unexpired other rights and obligations hereunder are being assigned concurrently pursuant to one or more assignments). On the date of any such assignment, (i) the Successor Lender(s) shall pay to the Declining Lender an amount equal to the principal amount of any then outstanding Letters of Credit following the expiration of the Commitments all of such NonDeclining Lender's outstanding Loans, (ii) the Company shall pay to the Declining Lender an amount equal to all accrued interest, fees and other amounts then owed to such Declining Lender hereunder or in connection herewith (including any amount payable pursuant to Section 4.4, assuming for such purpose ----------- that such Declining Lender's Offshore Rate Committed Loans and Bid Loans were prepaid on the date of such assignment) and (iii) the Declining Lender shall cease to be a Lender hereunder. If BofA shall become a Declining Lender, BofA shall resign as Administrative Agent and the provisions of Section 10.9 shall ------------ apply.
(c) If all Declining Lenders have been replaced pursuant to subsection (b) on or before the 60th day after -------------- the applicable Extension Response Date, then the scheduled Termination Date shall be extended for an additional one-Renewing Lenderyear period (and the Administrative Agent shall promptly notify the Company and the Lenders of such extension).
Appears in 1 contract
Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Committed Lenders to extend the date set forth in clause (i) of the definition of “"Scheduled Termination Date” " (the “"Commitment Termination Date”") for a period of an additional 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group's Lender Group Limit shall in their sole discretion consent to such extension. extension (the Lenders in such a Lender Group, "Extending Lenders.") Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty at least sixty (120) nor less than forty-five (4560) days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety thirty (9030) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s 's failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
Appears in 1 contract
Extension of Scheduled Termination Date. The (a) Borrower may, no more frequently than once each year, may request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent, with such extension to become effective as of the date one or more Committed Lenders shall 364-day extensions of the Scheduled Termination Date then in their sole discretion consent to such extension. Any effect by giving written notice of such request shall be subject to the following conditions: Agent (ieach such notice, an “Extension Notice”) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) 60 days prior to the Scheduled Termination Date then current and applicable Commitment Termination Datein effect. The After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Group Agent for of such Extension Notice. After Agent’s and each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period receipt of any Extension Notice, each Group Agent shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of promptly notify the Committed Lenders in such Group Agent’s Group of such Extension Notice. Each Committed Lender may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Group Agent in such Committed Lender’s Group on or prior to the 30th day (or any other day as may be mutually agreed among the Borrower, the Agent and each Group Agent) prior to the Scheduled Termination Date then in effect (such period from the date of the Extension Notice to such 30th day (or other applicable day) being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 2.05(b), such extension shall not be effective with respect to any of the Committed Lenders if any one or more Committed Lenders: (i) notifies Agent and, if applicable, the Group Agent in such Committed Lender’s Group during the Consent Period that such Committed Lender either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Group Agent in such Committed Lender’s Group within the Consent Period (each Committed Lender in or its related Conduit Lender, as the case may be, that does not wish to consent to such Groupextension or wishes to revoke its prior Consent Notice or fails to respond to Agent and, if applicable, such Group Agent within the Consent Period is herein referred to as a “Non-Renewing
(b) Upon receipt of notice from Agent or, if applicable, a Group Agent, pursuant to Section 2.05(a) of any Non-Renewing Committed Lender or that the Scheduled Termination Date has not been extended, one or more of the Committed Lenders (including any Non-Renewing Committed Lender”) may proffer to Agent, the Conduit Lender in such Non- Renewing Committed Lender’s Group and, if applicable, the Group Agent in such Non-Renewing Committed ▇▇▇▇▇▇’s Group the names of one or more institutions meeting the criteria of an Eligible Assignee that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Committed Lender. Provided the proffered name(s) are acceptable to Agent, the Conduit Lender in such Non-Renewing Committed Lender’s Group and, if applicable, the Group Agent in such Non-Renewing Committed Lender’s Group, Agent shall expire on notify each Group Agent and the remaining Committed Lenders in MUFG’s Group of such fact and each Group Agent shall notify the remaining Committed Lenders in such Group Agent’s Group of such fact, and the then current Commitment Termination Date without further action required on the part of any Person and the existing Scheduled Termination Date shall be extended only for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 13.03(b), and the Commitment of each Non-Renewing Committed Lender shall be reduced to zero. If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Committed Lender are not assigned as contemplated by this Section 2.05(b) (each such Non- Renewing Committed Lender or its related Conduit Lender, as the case may be, whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “Terminating Committed Lender”) and at least one Committed Lender is not a Non-Renewing Committed Lender, the then existing Scheduled Termination Date shall be extended for an additional 364 days; provided, however, that the Facility Limit shall be reduced on the existing Scheduled Termination Date by an aggregate amount equal to the Commitment as of such date of each Terminating Committed Lender and (ii) the Commitment of each Terminating Committed Lender shall be reduced to zero on the existing Scheduled Termination Date. Upon reduction to zero of the Capital of a Terminating Committed Lender (after application of Collections thereto pursuant to Section 3.01), all rights and obligations of such Terminating Committed Lender hereunder shall be terminated and such Terminating Committed Lender shall no longer be a “Committed Lender”; provided, however, that the provisions of Article XII shall continue in effect for its benefit with respect to the Capital held by such Terminating Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or Lender prior to the then current Commitment Termination Dateits termination as a Committed Lender. For the avoidance of doubt, no Non-Renewing each reference to a Committed Lender in the context of a Terminating Committed Lender shall be an LC Participant with respect deemed to any undrawn and unexpired amount of any then refer to the related Conduit Lender if such Conduit Lender continues to have Capital outstanding Letters of Credit following the expiration as a Terminating Committed Lender.
(c) Any requested extension of the Scheduled Termination Date may be approved or disapproved by a Committed Lender in its sole discretion. In the event that the Commitments are not extended in accordance with the provisions of such Non-Renewing Lender.this Section 2.05, the Commitment of each Committed Lender shall be reduced to zero on the Scheduled Termination
Appears in 1 contract
Sources: Receivables Financing Agreement (Constellation Energy Generation LLC)
Extension of Scheduled Termination Date. The Borrower Substitution ----------------------------------------------------- of Lenders. ----------
(a) At any time after October 3, 1999 (but not more than once in any calendar year and not more than twice during the term of this Agreement), the Company may, no more frequently than once each yearat its option, request the Committed all Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment scheduled Termination Date by delivering written notice one year by means of a letter, addressed to each Group Lender and the Administrative Agent, with substantially in the form of Exhibit L. --------- Each Lender electing (in its sole and complete discretion) so to extend the scheduled Termination Date shall deliver signed counterparts of such extension letter to become effective as of the Company and the Administrative Agent no later than 45 days after the date one or more Committed Lenders shall in their sole discretion consent to of such extensionrequest by the Company (such 45th day, the "Extension Response Date"). Any ----------------------- Lender which does not deliver such request shall be subject to counterparts by the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Extension Response Date shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation declined to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the then current and applicable Commitment scheduled Termination Date. The Group Agent for each applicable Committed Lender will respond If all Lenders elect to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to the then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled scheduled Termination Date shall be extended only with respect for an additional one-year period on the date on which the Administrative Agent has received signed counterparts of such letter from all Lenders (and the Administrative Agent shall promptly notify the Company and the Lenders of such extension). If all Lenders do not elect to extend the Committed Lenders that have confirmed scheduled Termination Date, the extension provisions of their Commitments subsection (b) below -------------- shall apply.
(b) If the scheduled Termination Date is not extended pursuant to clause (a) above after a request by the Borrower in writing on or Company, then ---------- the Company may, at any time prior to the then current 60th day after the Extension Response Date for such request, arrange for any Lender that did not elect to extend the Termination Date (a "Declining --------- Lender") to assign its Loans, its Commitment Termination Date. For the avoidance and all of doubtits other ------ rights and obligations hereunder to one or more other Lenders and/or Eligible Assignees (any such Person, a "Successor --------- Lender"); provided that no Non-Renewing assignment to an Eligible Assignee ------ -------- which is not a Lender shall be effective without the prior written consent of the Administrative Agent and each Issuing Lender (which consents shall not be unreasonably withheld or delayed). Any such assignment shall be made pursuant to an LC Participant with respect Assignment and Acceptance between the Declining Lender and each applicable Successor Lender (it being understood that no Declining Lender shall be required to make any undrawn such assignment unless all of such Declining Lender's Loans, Commitment and unexpired other rights and obligations hereunder are being assigned concurrently pursuant to one or more assignments). On the date of any such assignment, (i) the Successor Lender(s) shall pay to the Declining Lender an amount equal to the principal amount of any then outstanding Letters of Credit following the expiration of the Commitments all of such NonDeclining Lender's outstanding Loans, (ii) the Company shall pay to the Declining Lender an amount equal to all accrued interest, fees and other amounts then owed to such Declining Lender hereunder or in connection herewith (including any amount payable pursuant to Section 4.4, assuming for such purpose that ----------- such Declining Lender's Offshore Rate Committed Loans and Bid Loans were prepaid on the date of such assignment) and (iii) the Declining Lender shall cease to be a Lender hereunder. If BofA shall become a Declining Lender and is replaced as a Lender (and as Issuing Lender and Swing Line Lender) pursuant to this subsection (b)), BofA shall resign as Administrative Agent and -------------- the provisions of Section 10.9 shall apply. ------------
(c) If all Declining Lenders have been replaced pursuant to subsection (b) on or before the 60th day after the -------------- applicable Extension Response Date, then the scheduled Termination Date shall be extended for an additional one-Renewing Lenderyear period (and the Administrative Agent shall promptly notify the Company and the Lenders of such extension).
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Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each yearyear (commencing in the year 2005) by delivering written notice to the Managing Agents, request the Committed Lenders to extend the date set forth in clause (i) of the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of an additional 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group AgentDate, with such extension to become effective as of the date one or more Committed Lenders having Commitments equal to 100% of the Facility Limit shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty sixty (12060) nor less than forty-five (45) days prior to the then current and applicable Commitment Termination Date. The Group Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in any event no earlier than ninety thirty (9030) days prior to the then current Commitment Termination Date, provided, that any Group Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only with respect to the Committed Lenders that have confirmed the extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date. For the avoidance of doubt, no Non-Renewing Lender shall be an LC Participant with respect to any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.
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Extension of Scheduled Termination Date. The Borrower Company may, no not more frequently than once each year, request 90 nor less than 30 days prior to the Committed Lenders to extend first and second anniversaries of the date set forth in of this Agreement (each an “Anniversary Date”), submit to the definition of Administrative Agent a request (an “Scheduled Termination Date” (the “Commitment Termination DateExtension Request”) for a period one year extension of 364 the scheduled Termination Date. The Administrative Agent shall promptly forward a copy of such Extension Request to each Bank. In response to such request, each Bank shall, not later than the earlier of 30 days past after receipt of such notice and 15 days prior to the then applicable Commitment Anniversary Date, notify the Administrative Agent whether it is willing (in its sole and complete discretion) to extend the scheduled Termination Date by delivering written for an additional year (and any Bank that fails to give such notice to each Group Agent, with such extension to become effective as of the date one or more Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Administrative Agent shall be deemed to have been made for such number of days so that, after giving effect elected not to such extension on extend the date requested, such term scheduled Termination Date). The Administrative Agent will not exceed 364 days, (ii) none notify the Company of the Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension decisions of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more Banks no later than one hundred twenty (120) nor less than forty-five (45) 10 days prior to the then current and applicable Commitment Termination relevant Anniversary Date. The Group Agent for each applicable Committed Lender will respond If the Required Banks elect to any such request within thirty (30) days but in any event no earlier than ninety (90) days prior to extend the then current Commitment scheduled Termination Date, provided, then on the relevant Anniversary Date the scheduled Termination Date for all Banks that any Group Agent’s failure agreed to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date, the Commitments of the Committed Lenders in such Group Agent’s Group (each Lender in such Group, a “Non-Renewing Lender”) shall expire on the then current Commitment Termination Date without further action required on the part of any Person and the Scheduled Termination Date shall be extended only for an additional year; provided that (a) no Default or Unmatured Default exists on such Anniversary Date and (b) the representations and warranties set forth in Article V are true and correct in all material respects on such Anniversary Date. The Commitment of any Bank that elects, or is deemed to have elected, not to extend the scheduled Termination Date (a “Declining Bank”) shall terminate on the existing scheduled Termination Date (without regard to any extension by the other Banks), and the Pro Rata Shares of the remaining Banks shall be appropriately adjusted on such date. The Company may, at its sole expense and effort, upon notice to any Declining Bank and the Administrative Agent, require such Declining Bank to assign its rights and obligations hereunder to an assignee selected by the Company that is willing to accept such assignment; provided that (i) such assignment shall not conflict with respect any law, rule or regulation or order of any court or other governmental authority, (ii) in the case of an assignee that is not a Bank, the Company shall have received a written consent of the Administrative Agent and the LC Issuer (which consents shall not be unreasonably withheld), and (iii) the Company or such assignee shall have paid (x) to such Declining Bank in immediately available funds the principal of and interest accrued to the Committed Lenders that have confirmed date of such payment on the extension of their Commitments Loans made by it hereunder and all other amounts owed to it hereunder and (y) the fee payable to the Borrower in writing on or prior Administrative Agent pursuant to Section 12.3.2. Upon any such assignment, the then current Commitment scheduled Termination Date. For Date for the avoidance of doubt, no Non-Renewing Lender assignee shall be an LC Participant with respect to the latest scheduled Termination Date for any undrawn and unexpired amount of any then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing LenderBank hereunder.
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