Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) At least 45 days but ----------------------------- of the definition thereof; provided such request is made not more than 75 one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the next Anniversary Datethen current Scheduled Termination Date and such Borrower, the Borrowerapplicable Servicer, by written notice the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to the Administrative Agent, may request an extension of the Termination Date in effect at reflect such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such requestextension, and each Lender shall in turnall reasonable costs and expenses incurred by the Lenders, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower Administrator and the Administrative Agent Group Agents in writing as to whether connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Lender will consent to such extensionBorrower. If any Lender shall fail to notify all the Administrative Agent and the Borrower Lenders in writing of its consent to any at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date at least 30 days prior (without giving effect to such requested extension):
(a) the next Anniversary Date, such Lender Scheduled Termination Date shall be deemed extended as agreed to be a Non-Consenting Lender with respect to by such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.accepting ▇▇▇▇▇▇(s);
(b) If all the Commitments of the Exiting Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requestedshall terminate; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.and
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that Facility Limit shall be reduced by the amount of the Commitment of any such Assuming Lender as a result Group Commitments of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Exiting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced ’s Group terminated pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection clause (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lenderabove.
Appears in 1 contract
Sources: Receivables Financing Agreement (Cincinnati Bell Inc)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to the next any Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its the then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, at least 20 days but not later more than 30 days prior to such next the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days by the 20th day prior to the next applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days the 20th day prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requestedfrom the then scheduled Termination Date; provided that on each 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 shall occur as a consequence thereof. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Revolving Credit Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment Commitments of such Lender is are not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment Commitments of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.088.09, 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 Termination Date.
(c) If less than all Lenders holding at least 51% of the Lenders aggregate Revolving Credit Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower may arrange for one or more Consenting Lenders or or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender's Revolving Credit Commitment, other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Revolving Credit Commitment as of the applicable Extension Date and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) being an "Assuming Lenders Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender's Revolving Credit Commitment, it shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Revolving Credit Commitments and such Non-Consenting Lender's Revolving Credit Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Revolving Credit Commitments, provided further however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 10,000,000 unless the amount of the Revolving Credit Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.088.09, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and Revolving Credit Commitment, (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender and (D) the Borrower shall have delivered to the Administrative Agent a new Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Revolving Credit Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-one year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, Agreement and in the Notesother Loan Documents, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Corn Products International Inc)
Extension of Termination Date. (a) At least 45 days 30 but ----------------------------- not no more than 75 45 days prior to the next Anniversary Dateend of the then-current Revolving Period, the BorrowerBorrower may, by delivering a written notice request to the Administrative Agent, may Agent (each such request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated tobeing irrevocable), request that the Termination Date Revolving Period be extended for two consecutive calendar years an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from its then scheduled expiration by making a request therefor in a timely manner prior the last day of the then-current Revolving Period to the next succeeding Anniversary Datefirst anniversary of the last day of the then-current Revolving Period (any such election to so extend the Termination Date being the "Term Election"). The Upon receipt of any such notice, the Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any communicate such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination DateLenders.
(b) If all No earlier than 30 days prior, and no later than 20 days prior, to the end of the Lenders then-current Revolving Period, each Lender may indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Revolving Period is acceptable to such Lender, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent in writing to such requests (any Lender refusing or deemed to refuse any such request in accordance with subsection (a) of this Section 2.20request, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To The Administrative Agent will notify the extent that Borrower, in writing, of the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or Lenders' decisions no later than 15 days prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 end of the Termination Datethen-current Revolving Period.
(c) If less than all Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that Lenders consent having more than 50% of the Commitments have consented to any the Borrower's request to extend the then-current Revolving Period, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to the Commitments of such Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then- current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(i) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments.
(d) Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) Lenders having 50% or less of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period and (ii) Commitments and Advances of Non-Consenting Lenders with respect to such request which have been assigned pursuant to Section 8.07(i) hereof, when aggregated with the Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(i) hereof.
(e) Subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), in the event that any request by the Borrower pursuant to subsection (a) of this Section 2.20, above shall be denied and the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders shall have indicated in such request that, in the event of such denial, it has determined to assumeeffect the Term Election, then, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all last day of the obligations Revolving Period, the Termination Date shall be extended to the first anniversary of such Non-Consenting Lender under this Agreement thereafter arisingday. In addition, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, in the event that the amount Borrower shall not have requested an extension of the Commitment then-current Revolving Period pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Administrative Agent at least ten Business Days prior to the last day of the then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effective as of such last day, be extended to the first anniversary of such last day.
(f) Notwithstanding anything contained herein to the contrary, the Borrower's right to effect the Term Election as provided in either subsection (a) or (e), above, shall not affect any rights or remedies that the Lenders or the Administrative Agent may have at such Assuming Lender time under Section 6.01 as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of DefaultDefault or Prepayment Event, or event that with the giving of notice or passage of time or both would constitute an Event of DefaultDefault or Prepayment Event with notice or lapse of time or both, shall which may have occurred and then be continuing as continuing, either at the time of the giving of such Extension Date, notice or shall occur as a consequence thereof, on the Termination Date then in effect shall be extended for last day of the additional onethen-year period or two- year period, as the case may be, as described in subsection current Revolving Period.
(ag) Notwithstanding any other provision of this Section 2.20, and all references in this Agreement, the Revolving Period may be extended more than once pursuant to this Section 2.16 and in the Notes, if any, to Term Election may be effected on the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) last day of the extension of Revolving Period whether or not the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect same has been extended one or more times pursuant to each such Consenting Lender and each such Assuming Lenderthis Section 2.16.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to any anniversary of the next Anniversary Restatement Date, the BorrowerCompany, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 20 days prior to such next Anniversary Dateanniversary date, notify the Borrower Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower Company in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Dateapplicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to such next Anniversary Date the applicable anniversary date of the decision of the Lenders regarding the Borrower's Company’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Termination Date in effect at such time shall, effective as at such next Anniversary Date the applicable anniversary date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each Extension Date, no Event of Default, or event that with Date the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions set forth in Section 3.03 shall have occurred and be continuing, or shall occur as a consequence thereofsatisfied. If less fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Termination Date in effect at such time shall, effective as at the applicable Extension DateDate and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.19 on or prior to the applicable Extension Date, the each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the BorrowerCompany, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.058.05, 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 Company for any requested extension of the Termination Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein.
(c) If less fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.19, the Borrower Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of NYDOCS01/1619437.3A 57 Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by each Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.058.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments or assumptions pursuant to subsection (bc) of this Section 2.202.19) Lenders having Revolving Credit Commitments equal to at NYDOCS01/1619437.3A 58 least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the BorrowerCompany, and, so long as no Event subject to the satisfaction 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 shall occur as a consequence thereofapplicable conditions in Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.19, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Five Year Credit Agreement (Honeywell International Inc)
Extension of Termination Date. (a) At least 45 60 days but ----------------------------- not more than 75 90 days prior to any Anniversary Date but in any event not more than twice prior to the next Anniversary DateTermination Date in effect on the date hereof, the BorrowerCompany, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its the Agreement's then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, within 15 days of such notice but not later than 30 45 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to to, or refusal of, any such request for extension of the Termination Date at least 30 45 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower Company not later than 25 40 days prior to such next Anniversary Date of the decision of the Lenders regarding the BorrowerCompany's request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17 and upon fulfillment of the applicable conditions set forth in Article III, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereofyear. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, upon fulfillment of the applicable conditions set forth in Article III, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each each, a "Consenting Lender") but shall not be extended as to any other Lender (each each, a "Non-Consenting Lender"); provided that at least a majority in interest of the aggregate Commitments at such time (after giving effect to any assumptions of the Commitments of Non-Consenting Lenders in accordance with subsection (c) of this Section 2.17) consent in writing to any such request for extension of the Termination Date. To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the BorrowerCompany, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.089.04, and its obligations under Section 7.058.05, 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 Termination Extension Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the rights and obligations of such Non-Consenting Lender under this Agreement thereafter arisingarising (each Eligible Assignee assuming the Commitment of one or more Non-Consenting Lenders pursuant to this Section 2.17, or becoming a party to this Agreement in accordance with Section 2.19, being an "Assuming Lender"), without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment such assumption on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender;
(ii) any such Consenting Lender plus or Assuming Lender shall have purchased from such Non-Consenting Lender all Discounted Notes owing to such Non-Consenting Lender, if any, at a purchase price equal to the aggregate Accreted Value thereof to the effective date of such assumption;
(Biii) any accrued but and unpaid facility fees Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lenderassumption, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, under this Agreement and the Notes as of the effective date of such assignment assumption, shall have been paid to such Non- Non-Consenting Lender by the Borrower or such Consenting Lender or Assuming Lender; and
(iiiiv) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Company and the Administrative Agent, (B) any each such Consenting Lender Lender, if any, shall have delivered written confirmation in writing satisfactory to the Borrower Company and the Administrative Agent as to the any increase in the amount of its Commitment resulting from its assumption of one or more Commitments of the Non-Consenting Lenders and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17(c) shall have delivered to the Administrative Agent Agent, to be held in escrow on behalf of such Non-Consenting Lender until the payment in full of all amounts owing to such Non-Consenting Lender under clauses (i) through (iii) of this Section 2.17, any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), ) through (ii) and (iiiiv) of the immediately preceding sentencethis Section 2.17(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such the applicable Non-Consenting Lender Lender(s) under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all a majority in interest of the Lenders (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such an Extension Date, the Administrative Agent shall so notify the BorrowerCompany, and, so long as no Event upon fulfillment 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 shall occur as a consequence thereofapplicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the an additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, Agreement and in the Notes, if any, Notes to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
(e) Within ten Business Days after each Extension Date, each Borrower shall, at its own expense, execute and deliver to the Administrative Agent Revolving Credit Notes payable to the order of each Consenting Lender that has requested a Revolving Credit Note in accordance with Section 2.20 (in the case of each such Consenting Lender, in exchange for the Revolving Credit Note surrendered by such Consenting Lender to the Administrative Agent), if any, and each Assuming Lender, if any, in each case dated such Extension Date and in substantially the form of Exhibit A-1 hereto and in an amount equal to the Commitment of such Consenting Lender or Assuming Lender, as the case may be, after giving effect to such extension of the Termination Date. The Administrative Agent, upon receipt of such Revolving Credit Notes, shall promptly deliver such Revolving Credit Notes to the respective Consenting Lenders and Assuming Lenders.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerThe Borrowers may request, by written notice to the Administrative Agent, may request an (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six‑month extension of the Termination Date in effect with respect to the Commitments then outstanding and (ii) thereafter, an additional six‑month extension provided at such time by least 30 days but not more than the day occurring 60 days and one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of prior to the Termination Date in a timely manner prior (as extended pursuant to any Anniversary Date it mayclause (i) of this sentence) (each, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datean “Extension Request”). The Administrative Agent shall promptly notify each Lender of such request, Extension Request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary of the applicable Extension Date (the "Extension Date"as defined below), be extended for one calendar year or two calendar yearsan additional six‑month period, as properly requested; provided that that, on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection Date (a) the Administrative Agent shall have received payment in full of this the extension fee set forth in Section 2.202.08(d) and (b) the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, the Termination Date in effect at such time shall, effective as at dated the applicable Extension Date, be extended stating that: (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such Extension Date (except to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date)), and (ii) no Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the Termination Date case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the event that an extension is not extended as to any Lender effected pursuant to this Section 2.20 and 2.16, the Commitment aggregate principal amount of such Lender is not assumed all Advances shall be repaid in accordance with subsection (c) of this Section 2.20 on or prior full ratably to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole Lenders on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 dateso extended. 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as As of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in Agreement or any of the Notes, if any, other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to each of the next first and second Anniversary DateDates, the Borrower, by written notice to the Administrative Paying Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 at least 20 days prior to such next Anniversary Date, notify the Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Paying Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Paying Agent shall notify the Borrower not later than 25 15 days prior to such next the pending Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at such the next Anniversary Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requestedyear; provided PROVIDED that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting LenderCONSENTING LENDER") but shall not be extended as to any other Lender (each a "NonNON-Consenting LenderCONSENTING LENDER"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided PROVIDED that such Non- Non-Consenting Lender's rights under Sections 2.112.10, 2.142.13, 8.04 8.03 and 8.088.07, 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 Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as Assuming Lenders of the applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; providedPROVIDED, howeverHOWEVER, 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further PROVIDED FURTHER that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus PLUS (B) any accrued but unpaid facility Facility Fees and fees pursuant to Section 2.03(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a8.06(a) for such assignment shall have been paid; provided further PROVIDED FURTHER that such Non-Consenting Lender's rights under Sections 2.112.10, 2.142.13, 8.04 8.03 and 8.088.07, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Paying Agent an Assumption Agreementassumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Paying Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Paying Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding a majority in interest of the Lenders aggregate Commitments (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.16) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Paying Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, to the "Termination DateTERMINATION DATE" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Paying 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Kroger Co)
Extension of Termination Date. (a) At least 45 days but ----------------------------- ------------------------------ not more than 75 60 days prior to the next Anniversary DateRevolver Termination Date in effect at any time, the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolver Termination Date in effect at such time by one calendar year for a period of 364 days from its then scheduled expiration; provided, however, that, if that the Borrower does shall not request an extension of have made the Term Loan Election for Advances outstanding on such Revolver Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary then scheduled Revolver Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later earlier than 30 days but at least 20 days prior to such next Anniversary Revolver Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolver Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to the scheduled Revolver Termination Date in effect at such next Anniversary Date time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time shall, effective as at such next Anniversary Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requesteda period of 364 days from such Extension Date; provided that on each 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 shall occur as a consequence thereof. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting LenderCONSENTING LENDER") but shall not be extended as to any other Lender (each a "Non-Consenting LenderNON- CONSENTING LENDER"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.19 on or prior to the applicable Extension Date, the Commitment of such Non-Non- Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Revolver 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 Revolver Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as Assuming Lenders of the applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreementassumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.19) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Revolver Termination Date then in effect shall be extended for the additional one364-year day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.19, and all references in this Agreement, and in the Notes, if any, to the "" Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolver Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to Unless the next Anniversary DateTermination Date shall have occurred, the BorrowerBorrower may request the Lenders, by written notice to the Administrative AgentAgent not more than 90 days and not less than 60 days prior to the then effective Termination Date, may request an to consent to extension of the Termination Date in effect at such time by to the date which is one calendar year from its after the then scheduled expiration; provided, however, thateffective Termination Date (or, if the Borrower does such date is not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it mayBusiness Day, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datepreceding Business Day). The Administrative Agent shall promptly notify each Each Lender of such request, and each Lender shall in turnshall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not later more than 45 days and not less than 30 days prior to the then-effective Termination Date. Any Lender which fails to give such next Anniversary Datenotice to the Administrative Agent shall be deemed to have not consented to such request. If any Lender shall not have consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the Administrative Agent in writing as to whether such other Lenders, whereupon each other Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent may, not more than 30 days and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 not less than 25 days prior to the next Anniversary then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed to be a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender with respect pursuant to such request. The Section 8.07(h)), the Administrative Agent shall notify the Borrower not later than 25 days and the Lenders in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Administrative Agent and each Lender, on or prior to such next Anniversary Date the then-effective Termination Date, of (i) a certificate of a duly authorized officer of the decision Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the Lenders regarding representations and warranties set forth in Section 4.01 and as to the Borrower's request for an extension absence, both before and after giving effect to such proposed extension, of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, Default or event that with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed extension and (iii) an opinion of counsel to the Borrower (who shall have occurred be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D, upon giving effect to the extension of the Termination Date, and be continuingsuch other matters as any Lender, or shall occur as a consequence thereof. If less than through the Administrative Agent, may reasonably request, all of the Lenders consent foregoing to be satisfactory in writing form and substance to the Administrative Agent. In the event of any such request in accordance with subsection (a) extension of this Section 2.20the Termination Date, the Commitment of each Non-Consenting Lender that has not been replaced pursuant to Section 8.07(h) shall be terminated in whole as of such former Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "the aggregate principal amount of all Advances made by such Non-Consenting Lender"). To , together with accrued and unpaid interest, commitment fees and auction facility fees, and all other amounts payable hereunder to or for the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment account of such Non-Consenting Lender shall automatically terminate in whole be due and payable on such unextended former Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08Date, and its obligations under Section 7.05, shall survive the Termination Date for upon such Lender as to matters occurring prior to reduction and payment of such date. It is understood and agreed that no amounts such Non-Consenting Lender shall have cease to be a party to this Agreement.
(b) Upon the effectiveness of any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date.
(c) If less than all of the Lenders consent to any such request Date pursuant to subsection (a) of this above, each reference in Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders 4.01(e) and Exhibit D to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) the year-end financial statements of the Borrower, (ii) December 31 of any such Consenting Lender or Assuming Lender year, (iii) the quarter-end financial statements of the Borrower and (iv) the last day of any fiscal quarter (other than December 31) of any year, shall have paid be deemed to such Non-Consenting Lender be amended to be references to (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date year-end financial statements of the assignment on, Borrower included in the outstanding Advances, if any, of such NonBorrower's Annual Report on Form 10-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have K most recently delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative AgentLenders pursuant to Section 5.01(b)(iii), (B) any such Consenting Lender shall have delivered confirmation December 31 of the year of the financial statements described in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and clause (A) above, (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have the fiscal quarter-end financial statements of the Borrower included in the Borrower's Quarterly Report on Form 10-Q most recently delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred Lenders pursuant to in clauses (i), (iiSection 5.01(b)(ii) and (iiiD) the last day of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as fiscal quarter of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as financial statements described in subsection clause (aC) of this Section 2.20above, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lenderrespectively.
Appears in 1 contract
Extension of Termination Date. (a) At So long as no Event of Default and no Prepayment Event has occurred and is continuing, the Borrower may, at least 45 days 30 but ----------------------------- not more than 75 60 days prior to each anniversary of the next Anniversary date hereof (the "Extension Notice Date, the Borrower"), by delivering a written notice request to the Administrative AgentAgent (such request being irrevocable), request that each Lender extend for one year the Termination Date with respect to such Lender's Commitment. The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower may exercise its right to request an extension of the Termination Date in effect at under this Section 2.18 once per year no more than five times. Upon receipt of such time by one calendar year notification from its then scheduled expiration; providedthe Administrative Agent, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, each Lender may (but shall not be obligated required to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn), in its sole and absolute discretion, not later agree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, and shall (should it determine to do so), no earlier than 30 days (but in any event no later than 20 days prior to the applicable Extension Notice Date) following its receipt of such next Anniversary Datenotification, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to such request. If any such request for extension of Lender shall not so notify the Termination Date at least 30 days prior to the next Anniversary DateAdministrative Agent, such Lender shall be deemed not to be a Non-Consenting Lender with respect have consented to such request. The Administrative Agent shall thereupon notify the Borrower not no later than 25 15 days prior to the then-scheduled Termination Date as to the Lenders, if any, that have consented to such next Anniversary Date request. If Lenders holding Commitments aggregating more than 50% of the decision Commitments then in effect agree to such request, the Commitment of each Lender that consents to such request shall be extended for a period of one year, commencing on the then-scheduled Termination Date; subject, however, to the condition precedent that, on or prior to the date of such extension, the Administrative Agent shall have received the following, each dated such date and in form and substance satisfactory to the Administrative Agent: (i) a certificate of a duly authorized officer of the Lenders regarding Borrower to the Borrower's request for an effect that as of the date of extension of the Termination Date (A) no event has occurred and is continuing, or would result from the extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no constitutes an Event of DefaultDefault or would, or event that with the giving of notice or passage the lapse of time time, or both would both, constitute an Event of Default, shall have occurred Default and be continuing, or shall occur (B) the representations and warranties contained in Section 4.01 are correct in all material respects on and as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) date of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
, before and after giving effect to such extension, as though made on and as of such date, (cii) If less than all certified copies of the resolutions of the Board of Directors of the Borrower authorizing such extension and the performance of this Agreement on and after the date of extension of the Termination Date, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date and (iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of any Lender electing not to extend (or failing to notify the Administrative Agent in writing of its consent to extend) the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to any such extension by any other Lender). In the event that any Lender (a "Nonconsenting Lender") shall not consent (or shall be deemed not to have consented) to an extension request of the Borrower made pursuant to subsection (a) of this Section 2.20above, the Borrower may arrange will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for one or more Consenting any Nonconsenting Lender (provided that the other Lenders or other Eligible Assignees as Assuming Lenders shall have the right to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse increase their Commitments ratably according to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of their Commitments relative to the Commitment of any such Assuming Lender as a result of such substitution shall in no event other Commitments that are to be less than $25,000,000 unless extended up to the amount of the Commitment of such Non- Consenting Nonconsenting Lender is less than $25,000,000before the Borrower shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) provided, however, that the parties to any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid not be required to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, pay the applicable processing and recordation fee required otherwise payable under Section 8.07(a) for such assignment shall have been paid; provided 8.07(a)(iv), and provided, further that such Non-Consenting Lender's rights under Sections 2.11Nonconsenting Lender shall, 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 effectiveness of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation assignment, be paid in writing satisfactory full all amounts due to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lenderit hereunder. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) extension of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of Termination Date in accordance with this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date2.18, the Administrative Agent shall so notify deliver to each Lender a revised Schedule II setting forth the BorrowerCommitment of each Lender after giving effect to such extension, and, so long as no Event of Default, or event that with and such Schedule II shall replace 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 shall occur as a consequence thereof, the Termination Date then Schedule II in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of before the extension of the scheduled then applicable Termination Date in effect immediately prior thereto and Date. In the event that any Lender shall thereupon record in not have consented to a request made by the Register Borrower under this Section 2.18 to extend the relevant information Termination Date, then, on the date of any termination of such Lender's Commitment pursuant to this Section 2.18, the Borrower shall pay or prepay to such Lender the aggregate outstanding principal amount of all Advances of such Lender with respect to such termination of its Commitment, together with accrued interest to the date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such Lender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse each such Consenting Lender and each such Assuming Lenderin respect thereof pursuant to Section 8.04(b).
Appears in 1 contract
Sources: Credit Agreement (Entergy Corp /De/)
Extension of Termination Date. (a) At least 45 days 60 but ----------------------------- not more than 75 90 days prior before each anniversary of the date of this Agreement, the Borrower may, by delivering a written request to the next Anniversary Agent (each such request being irrevocable), request that each Lender extend for one year the Termination Date. The Agent shall, upon its receipt of such a request, promptly notify each Lender thereof, and request that each Lender promptly advise the Borrower, by written notice to Agent of its approval or rejection of such request.
(b) Upon receipt of such notification from the Administrative Agent, each Lender may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, (but shall not be obligated required to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn), in its sole and absolute discretion, not agree to extend the Termination Date with respect to its Commitment for a period of one year, and shall (should it determine to do so), no later than 30 days prior to following its receipt of such next Anniversary Datenotification, notify the Borrower and the Administrative Agent in writing as to whether of its approval concerning such Lender will consent to such extensionrequest. If any Lender shall fail to not so notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary DateAgent, such Lender shall be deemed not to be a Non-Consenting Lender with respect have consented to such request. The Administrative Agent shall thereupon notify the Borrower not later than 25 days prior as to the Lenders, if any, that have consented to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Daterequest.
(c) If less than such request shall have been consented to by all of the Lenders consent (as determined after giving effect to the replacement of any such request Lender pursuant to subsection (a) of this Section 2.209.07(g)), the Agent shall notify the Borrower may arrange for one in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Agent and each Lender, on or more Consenting Lenders or other Eligible Assignees as Assuming Lenders prior to assume, the then-effective as of the Extension Termination Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any a certificate of a duly authorized officer of the Borrower, dated such Consenting Lender or Assuming Lender shall have paid date, as to the accuracy, both before and after giving effect to such Non-Consenting Lender (A) proposed extension, of the aggregate principal amount of, representations and any interest accrued warranties set forth in Section 5.01 and unpaid as to the effective date absence, both before and after giving effect to such proposed extension, of the assignment onany Event of Default or any Unmatured Default, the outstanding Advances(ii) certified copies of all corporate and governmental approvals, if any, of required to be obtained by the Borrower or the Parent in connection with such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements extension and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 an opinion or opinions of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered counsel to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent Parent as to the increase matters set forth in the amount paragraphs 1, 2, 3, 5, 6 and 8 of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (Exhibit F after giving effect to such extension and such other matters as any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension DateLender, through the Administrative Agent shall so notify the BorrowerAgent, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lenderreasonably request.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to the next Anniversary DateRevolver Termination Date in effect at any time, the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolver Termination Date in effect at such time by one calendar year for a period of 364 days from its then scheduled expiration; provided, however, that, if that the Borrower does shall not request an extension of have made the Term Loan Election for Advances outstanding on such Revolver Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary then scheduled Revolver Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later earlier than 30 days but at least 20 days prior to such next Anniversary Revolver Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolver Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to the scheduled Revolver Termination Date in effect at such next Anniversary Date time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requesteda period of 364 days from such Extension Date; provided that on each 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 shall occur as a consequence thereof. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Non- Consenting Lender"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.19 on or prior to the applicable Extension Date, the Commitment of such Non-Non- Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Revolver 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 Revolver Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lenders Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.19) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Revolver Termination Date then in effect shall be extended for the additional one364-year day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.19, and all references in this Agreement, and in the Notes, if any, to the "" Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolver Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerThe Borrowers may request, by written notice to the Administrative Agent, may request an (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six‑month extension of the Termination Date in effect with respect to the Commitments then outstanding and (ii) thereafter, an additional six‑month extension provided at such time by least 30 days but not more than the day occurring 60 days and one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of prior to the Termination Date in a timely manner prior (as extended pursuant to any Anniversary Date it mayclause (i) of this sentence) (each, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datean “Extension Request”). The Administrative Agent shall promptly notify each Lender of such request, Extension Request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary of the applicable Extension Date (the "Extension Date"as defined below), be extended for one calendar year or two calendar yearsan additional six‑month period, as properly requested; provided that that, on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection Date (a) the Administrative Agent shall have received payment in full of this the extension fee set forth in Section 2.202.08(d) and (b) the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, the Termination Date in effect at such time shall, effective as at dated the applicable Extension Date, be extended stating that: (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects (unless qualified as to those Lenders that so consented materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such Extension Date (each a "Consenting Lender") but shall not be extended as except to any other Lender (each a "Non-Consenting Lender"). To the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects or all respects, as applicable, on and as of such earlier date)), and (ii) no Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the Termination Date case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the event that an extension is not extended as to any Lender effected pursuant to this Section 2.20 and 2.16, the Commitment aggregate principal amount of such Lender is not assumed all Advances shall be repaid in accordance with subsection (c) of this Section 2.20 on or prior full ratably to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole Lenders on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 dateso extended. 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as As of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in Agreement or any of the Notes, if any, other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 45 days prior to the next Anniversary Revolver Termination Date, the BorrowerCompany, by written notice to the Administrative Agent, may request an extension of the Revolver Termination Date in effect at such time by one calendar year for a period of 364 days from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later earlier than 30 days but at least 20 days prior to such next Anniversary the Revolver Termination Date, notify the Borrower Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower Company in writing of its consent to any such request for extension of the such Revolver Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to such next Anniversary the scheduled Revolver Termination Date of the decision of the Lenders regarding the BorrowerCompany's request for an extension of the Revolver Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Revolver Termination Date in effect at such time shall, effective as at such next Anniversary the Revolver Termination Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requestedperiod of 364 days from such Extension Date; provided PROVIDED that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Company that the representations and warranties contained in Section 4.01 are correct on and as of the date of such notice and on such Extension Date, as though made on such dates. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting LenderCONSENTING LENDER") but shall not be extended as to any other Lender (each a "NonNON-Consenting LenderCONSENTING LENDER"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the BorrowerCompany, such Lender or any other Person; provided PROVIDED that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.058.05, shall survive the Revolver 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 Company for any requested extension of the Revolver Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders (each an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting NonConsenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; providedPROVIDED, howeverHOWEVER, 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 US$5,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,000US$5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further PROVIDED FURTHER that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender shall have been paid (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 Non-Consenting Lender plus PLUS (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.07(a) for such assignment shall have been paid; provided further PROVIDED FURTHER that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.058.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Company and the Administrative Agent an Assumption Agreementassumption agreement in form and substance satisfactory to the Company and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting NonConsenting Lender being replaced pursuant to this Section 2.20 2.17 shall have delivered to the Administrative Agent any the Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the BorrowerCompany, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date then in effect shall be extended for the additional one-year 364 day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, and in the Notes, if any, to the "Termination DateREVOLVER TERMINATION DATE" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Geon Co)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next Anniversary Termination Date, the Borrower, by written notice to the Administrative Agent, may request an request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Termination Date (the “Extension Date”), be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Personfor an additional one year period; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (Aa) 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment following statements shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower be true and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to received for the Borrower and the Administrative Agent as to the increase in the amount account of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held Party a certificate signed by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) a duly authorized officer of the immediately preceding sentenceBorrower, each such Consenting Lender or Assuming Lenderdated the Extension Date, stating that: (x) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Extension Date, will be substituted for (y) no Default has occurred and is continuing or would result from such Non-Consenting Lender under this Agreement extension and shall be a Lender for all purposes of this Agreement(z) the Fixed Charge Coverage Ratio is greater than 1.15:1.00, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify have received payment by the BorrowerBorrower of the fee described in Section 2.08(d), andand (c) the Borrower shall have executed and delivered to the Administrative Agent (in recordable form, so long if required by local law) any extension agreement requested by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, with respect to each Borrowing Base Asset and endorsements and other assurances as no Event of Default, or the Administrative Agent may reasonably require to confirm the Mortgage Policies. In the event that with an extension is effected pursuant to this Section 2.16, the giving aggregate principal amount of notice or passage all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of time or both would constitute an Event of Default, shall have occurred and be continuing as of such the Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, any and all references in this Agreement, and in the Notes, if any, or any of the other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request the extension of the Facility Termination Date set forth in clause (a) At least 45 of the definition for an additional three hundred and sixty-four (364) days but ----------------------------- not more than 75 days prior to from the next Anniversary Date, Facility Termination Date set forth in clause (a) of the Borrower, definition then in effect by providing written notice to the Administrative Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, may request an extension and not less than 90 days prior to, the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if definition thereof. In the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request event that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller in writing (it being understood that the Purchasers may accept or decline such a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of their sole discretion and on such request, and each Lender shall in turn, in its sole discretion, terms as they may elect) not later less than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the then current Facility Termination Date at least 30 days prior scheduled to the next Anniversary Date, such Lender shall be deemed occur pursuant to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection clause (a) of this Section 2.20the definition thereof and the Seller, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20Servicer, the Termination Date Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Administrator and the Purchaser Agents in effect at connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such time shallextension, effective as at such Purchaser (or the applicable Extension Date, be extended as to those Lenders that Purchaser Agent on its behalf) shall so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To notify the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 Administrator and the Commitment Administrator shall so notify the Seller of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lenderdetermination; provided, however, that the amount failure 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 Administrator to notify the amount Seller of the Commitment of determination to decline such Non- Consenting Lender is less than $25,000,000extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 anywriting, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing their agreement to such Non-Consenting Lender as of accept the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 substitutionrequested extension. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.ARTICLE II
Appears in 1 contract
Extension of Termination Date. (a) At least 45 60 days but ----------------------------- not more than 75 90 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 45 days nor later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least prior to 30 days prior to the next such Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 30 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing, or shall occur as a consequence thereofbeen satisfied. If Lenders holding more than 50% of the Commitments, but less than all of the Lenders Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.15 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.15 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.112.10, 2.14, 8.04 2.12 and 8.088.04, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.15, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees Persons as Assuming Lenders (x) to assume, effective as of the Extension DateDate NYDOCS01/1619389.2 or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Persons and the Administrative Agent, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderLender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 owing to such Non-Consenting Lender plus (B) any accrued but unpaid facility commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.112.10, 2.14, 8.04 2.12 and 8.088.04, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding more than 50% of the Lenders Commitments (after before giving effect to any assignments pursuant to subsection (bc) of this Section 2.202.15) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension NYDOCS01/1619389.2 Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.15, and all references in this Agreement, and in the Notes, if any, any Notes to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next Anniversary DateRevolver Termination Date in effect at any time, the Borrower, by written notice to the Administrative Paying Agent, may request an extension of the Revolver Termination Date in effect at such time by one calendar year for a period of 364 days from its then scheduled expiration; provided, however, that, if that the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that have made the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner Term Loan Election prior to the next succeeding Anniversary then scheduled Revolver Termination Date. The Administrative Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later earlier than 30 days but at least 25 days prior to such next Anniversary Revolver Termination Date, notify the Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Paying Agent and the Borrower in writing of its consent to any such request for extension of the Revolver Termination Date at least 30 25 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Paying Agent shall notify the Borrower not later than 25 20 days prior to the scheduled Revolver Termination Date in effect at such next Anniversary Date time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requesteda period of 364 days from such Extension Date; provided that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Non- Consenting Lender"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.15 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.15 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.12 and 8.088.04, and its obligations under Section 7.05, shall survive the Revolver 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 Revolver Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.15, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Consenting Lender or Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lenders Lender") to assume, effective as of the Extension Date, any Non-Non- Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs costs, reimbursements, expense reimbursements and indemnities payable to such Non-Non- Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.088.03, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Paying Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 2.15 shall have delivered to the Administrative Paying Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding a majority in interest of the Lenders aggregate Commitments (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.15) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Paying Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date then in effect with respect to the Commitments of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year 364- day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.15, and all references in this Agreement, and in the Notes, if any, to the "Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended, provided, however, that after giving effect to such extension the aggregate Commitments of the Consenting Lenders are greater than or equal to $250,000,001. Promptly following each Extension Date, the Administrative Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolver Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Federated Department Stores Inc /De/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not The Borrower shall have the right, exercisable no more than 75 days prior twice, to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the current Termination Date in effect at such time by one calendar year from its then scheduled expiration; providedyear. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, howeverbut no more than 90 days, thatprior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), if a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. LEGAL02/33561677v8 Borrower does not request understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date in a timely manner prior to at any Anniversary Date it may, but time. If the Required Lenders shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner have notified Agent on or prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than date which is 30 days prior to the Extension Date that they accept such next Anniversary DateExtension Request, notify then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the Administrative Agent date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in writing which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to whether the Commitment of each Lender accepting such Lender will consent to such extensionExtension Request. If any Lender shall fail not have notified Agent on or prior to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least date which is 30 days prior to the next Anniversary DateExtension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), such Lender then the Termination Date shall not be deemed to be a Non-Consenting Lender extended with respect to the Commitment of such requestrejecting Lender (each such Lender a “Rejecting Lender”). The Administrative Agent shall promptly notify Borrower whether the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Extension Request has been accepted or rejected as well as which Lender or Lenders regarding the rejected Borrower's request for an extension of the Termination Date’s Extension Request.
(b) If all Notwithstanding the preceding subsection, if the Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender (a “Notice of Rejection”), and provided that the aggregate amount of Commitments of the Rejecting Lenders consent in writing does not exceed 50% of the aggregate amount of Commitments then outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to any such request Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with subsection (a) of this and subject to the restrictions contained in Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be extended for one calendar year or two calendar yearsanother Lender, as properly requestedif a Lender accepts such assignment); provided that on each Extension Date, no Event of Default, or event that with (i) the giving of notice or passage of time or both would constitute an Event of Default, Borrower shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all received the prior written consent of the Lenders Agent, which consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not unreasonably be extended as to any other Lender withheld, (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of ii) such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Rejecting Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension received payment of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the an 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid equal to the effective date outstanding principal of the assignment onits Loans, the outstanding Advancesaccrued interest thereon, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing payable to such Non-Consenting Lender it hereunder, as of from the effective date assignee (to the extent of such assignment shall have been paid to such Non- Consenting Lender; and
(iiioutstanding principal and accrued interest and fees) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to or the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment case of all amounts referred to in clauses (i), (iiother amounts) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of assignee consents to the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedRequest.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a an "Consenting LenderEXTENDING LENDER") but shall not be extended as to any other Lender (each a "Non-Consenting LenderDECLINING LENDER"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting Declining Lender's rights under Sections 2.11, 2.14, 8.04 9.04 and 8.089.08, and its obligations under Section 7.058.05, 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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Declining Lender's Commitment as Assuming Lenders of the applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's rights under Sections 2.11, 2.14, 8.04 9.04 and 8.089.08, and its obligations under Section 7.058.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreementassumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the Borrower and the Administrative Agent, (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Declining Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to either or both of the next Anniversary Datefirst and second Extension Effective Dates, the Borrower, by written notice to the Administrative Paying Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 at least 20 days prior to such next Anniversary Extension Effective Date, notify the Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Paying Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Paying Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary the pending Extension Effective Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at such the next Anniversary Extension Effective Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects (except for those representations and warranties that are already qualified by materially or Material Adverse Effect, which will not further be qualified by materiality) on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 8.03 and 8.088.07, 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 Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date, and each Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19 being an “Assuming Lenders Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility Commitment Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 8.03 and 8.088.07, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Paying Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17 shall have delivered to the Administrative Paying Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding a majority in interest of the Lenders aggregate Commitments (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Paying Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Paying 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 Consenting Lender and each such Assuming Lender.
(e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.
Appears in 1 contract
Sources: Credit Agreement (Kroger Co)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not no more than 75 60 days prior to the next any Anniversary Date (any such Anniversary Date being an "Extension Date"), the BorrowerBorrower may, by written notice to the Administrative Agent and the Syndication Agent, may request an extension of that the Lenders extend the Termination Date in effect at such time by one calendar year for an additional period of 364 days from its then scheduled expiration; provided, however, that, if . Each such notice shall be irrevocable and binding on the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary DateBorrower. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretiondiscretion (it being understood and agreed that no Lender shall have any obligation whatsoever to agree to such request), not later than 30 days prior to after receipt of such next Anniversary Datenotice from the Administrative Agent, notify the Borrower Administrative Agent and the Administrative Syndication Agent in writing as to whether such Lender will consent to such extensionextension by delivering to the Administrative Agent and the Syndication Agent a notice in substantially the form of Exhibit E hereto (each such notice being an "Extension Notice"). If any Lender shall fail to notify deliver an Extension Notice to the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least Syndication Agent within 30 days prior to after receipt of such notice from the next Anniversary DateAdministrative Agent, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Agent shall promptly notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such a request by the Borrower pursuant to subsection Section 2.15(a) for an extension of the Termination Date (aeach Lender that has not so consented and each Lender that fails to deliver an Extension Notice within the time period set forth in Section 2.15(a) of this Section 2.20being a "Declining Lender", and each other Lender being an "Extending Lender"), the Borrower may arrange for shall have the right to:
(i) require any Declining Lender to assign in full its rights and obligations under this Agreement (A) to any one or more Consenting Extending Lenders designated by the Borrower that have offered in their Extension Notices to increase their respective Commitments in an aggregate amount at least equal to the amount of such Declining Lender's Commitment (each such Extending Lender being an "Increasing Extending Lender") and (B) to the extent of any shortfall in the aggregate amount of extended Commitments, to any one or more other Eligible Assignees as Assuming Lenders designated by the Borrower and acceptable to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and Syndication Agent (which acceptance shall not be unreasonably withheld) that agree to assume all of the such rights and obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining Lender (each such Eligible Assignee being a "Replacement Lender; provided"), however, provided that the amount of the Commitment of any (1) 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Declining Lender shall have paid to such Non-Consenting Lender (A) received payment in full of the aggregate principal amount ofof all Advances owing to such Declining Lender, and any together with accrued interest accrued and unpaid thereon to the effective date of the such assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility and all fees and other amounts owing to such Non-Consenting Declining Lender under any provision of this Agreement (including, but not limited to, any amounts owing under Section 2.10, 2.13 or 8.04(c)) as of the effective date of such assignment;
, (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii2) with respect to any such Assuming Replacement Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid, (3) such assignment shall otherwise have occurred in compliance with Section 8.07 and (4) the effective date of such assignment shall be the date specified by the Borrower and agreed to by the Replacement Lender or Increasing Extending Lender, as the case may be, which date shall be on or prior to the applicable Extension Date; provided further that or
(ii) pay or prepay, or cause to be paid or prepaid, on and effective as of the applicable Extension Date, the aggregate principal amount of all Advances owing to such Non-Consenting 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 together with accrued interest thereon to the date of substitution. At least three Business Days such payment, and all fees and other amounts owing to such Declining Lender under any provision of this Agreement (including, but not limited to, any amounts owing under Section 2.10, 2.13 or 8.04(c)) as of the date of such payment or prepayment, and terminate in whole such Declining Lender's Commitment, notwithstanding the provisions of Section 2.04(a).
(c) If, on or prior to any the applicable Extension Date then in effect, Extending Lenders and/or Replacement Lenders have provided Commitments in an aggregate amount at least equal to 66.67% of the aggregate amount of the Commitments outstanding immediately prior to such Extension Date and each Declining Lender has been either superseded by an Increasing Extending Lender or a Replacement Lender pursuant to Section 2.15(b)(i) or paid or prepaid in accordance with Section 2.15(b)(ii), then, effective as of such Extension Date, (i) the Termination Date shall be extended for a period of 364 days for such Extending Lenders and such Replacement Lenders and (ii) each Declining Lender shall have no further Commitment hereunder; provided that:
(A) each on such Assuming LenderExtension Date, if any, the following statements shall have delivered to the Borrower be true and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to received for the Borrower and the Administrative Agent as to the increase in the amount account of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held a certificate signed by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) a duly authorized officer of the immediately preceding sentenceBorrower, each dated such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for stating that: (i) the representations and warranties contained in Section 4.01 are correct on and as of such Non-Consenting Lender under this Agreement Extension Date, before 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection the extension of the Termination Date, as though made on and as of such Extension Date and (bii) no event has occurred and is continuing, or would result from the extension of this Section 2.20the Termination Date, that constitutes a Default; and
(B) consent in writing to a requested extension (whether by execution on or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to before such Extension Date, the Administrative Agent shall so notify have received the Borrowerfollowing, and, so long as 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 each dated such Extension Date, or shall occur as a consequence thereof, in sufficient copies for each Lender (including each Replacement Lender): (1) certified copies of the board of directors of the Borrower approving the extension of the Termination Date then and any corresponding modifications to this Agreement and the Notes and (2) such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request in effect shall be extended for connection with such extension of the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. .
(d) Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Replacement Lender) and the Borrower of the extension of the scheduled Termination Date Date. Following each Extension Date, all references in effect immediately prior thereto this Agreement and shall thereupon record in the Register Notes to the relevant information "Termination Date" shall, with respect to each such Consenting Extending Lender and each Replacement Lender for such Assuming LenderExtension Date, refer to the Termination Date as so extended.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to the next Anniversary then-current Termination Date, the BorrowerBorrower may request that the Lenders, by written notice to the Administrative AgentAgent (in substantially the form attached hereto as Exhibit 2.18(a)), may request an consent to a 364-day extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Each Lender of such request, and each Lender shall in turnshall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination at least 20 days but not later more than 30 days prior to such next Anniversary the then-current Termination Date, notify the Borrower and the Administrative Agent in writing as . The failure to whether such Lender will consent to such extension. If respond by any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any within such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender time period shall be deemed to be a Non-Consenting Lender with respect to denial of such request. The Administrative Agent shall notify deliver a notice to the Borrower not later than 25 and the Lenders at least 15 days prior to such next Anniversary the then-current Termination Date of the decision identity of the Lenders regarding that have consented to such extension and the Borrower's request for an extension Lenders that have declined such consent (the "Declining Lenders"). If Lenders holding in the aggregate more than 50% of the Commitments have not consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then-current Termination Date.
(b) If all Lenders holding in the aggregate more than 50% of the Lenders consent in writing Commitments have consented to any such request in accordance with subsection (a) of this Section 2.20the requested extension, the Termination Date in effect at shall be extended as to such time shall, effective consenting Lenders only (and not as at such next Anniversary to any Declining Lender) for a period of 364 days from the then-current Termination Date (for purposes of this Section 2.18, the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment Commitments of any Declining Lenders shall terminate on the Extension Date (as theretofore in effect) and all Advances of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 Declining Lenders shall be repaid to them on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 If the Borrower for any requested extension of the Termination Date.
(c) If less than all of the Lenders consent so requests, each Lender consenting to any such request pursuant shall be given the opportunity at least seven days but not more than 15 days prior to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting in each Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by in amounts such Non- Consenting Lender. Upon that the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender aggregate Commitments hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant such extension and increase in the Commitments shall not exceed the aggregate Commitment immediately prior to subsection the Extension Date. If the Administrative Agent receives Commitments to increase the Commitments from the Lenders, which, when aggregated with the existing Commitments, (bA) of this Section 2.20are less than or equal to the Commitments immediately prior to the Extension Date, the Administrative Agent shall accept all such Commitments, (B) are greater than the Commitments on the date hereof, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent in writing to a requested extension (whether by execution or delivery of increase the aggregate Commitments to an Assumption Agreement or otherwise) not later than one Business Day amount equal to the Commitments immediately prior to such Extension Date, the Administrative Agent shall so notify the BorrowerBorrower may, and, so long as 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 at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date shall occur as a consequence thereofnot be greater than Commitments hereunder immediately prior to such Extension Date. If the Administrative Agent shall accept the Commitment of any Increasing Commitment Lender or Eligible Assignee, the Termination Date then in effect Commitments of the Declining Lenders shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for terminate on such Extension Date, refer and any Advances made by such Declining Lenders shall be repaid on such date in accordance with this Agreement.
(c) Each such accepted Eligible Assignee and each Increasing Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's previously delivered signature page. Any such extension shall become effective upon the satisfaction of the conditions set forth in Section 3.04 hereof. Upon satisfaction of such conditions and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make A Advances to the Termination Borrower (1) in the case of each new Lender, equal to such Lender's ratable portion of the A Advances outstanding immediately prior to such Extension Date as so extended. Promptly following and (2) in the case of each Increasing Commitment Lender, equal to such portion of such Lender's ratable portion of the A Advances (assuming that such Lender's Commitment consists only of the increased portion thereof) outstanding immediately prior to such Extension Date, the Administrative Agent shall notify the Lenders (includingin each case, without limitation, each Assuming Lender) giving effect to any repayment 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 A Advances to each Declining Lenders made on such Consenting Lender and each such Assuming LenderExtension Date.
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Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 20 days prior to the next Anniversary then-current Termination Date, the BorrowerBorrower may request that the Lenders, by written notice to the Administrative AgentAgent (in substantially the form attached hereto as Exhibit 2.18(a)), may request an consent to a 364-day extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Each Lender of such request, and each Lender shall in turnshall, in its sole discretion, not later than 30 days prior determine whether to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender request and shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date determination at least 30 15 days but not more than 20 days prior to the next Anniversary then-current Termination Date, . The failure to respond by any Lender within such Lender time period shall be deemed to be a Non-Consenting Lender with respect to denial of such request. The Administrative Agent shall notify deliver a notice to the Borrower not later than 25 and the Lenders at least 10 days prior to such next Anniversary the then-current Termination Date of the decision identity of the Lenders regarding that have consented to such extension and the Borrower's request for an extension Lenders that have declined such consent (the "Declining Lenders"). If Lenders holding in the aggregate more than 50% of the Commitments have not consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then-current Termination Date.
(b) If all Lenders holding in the aggregate more than 50% of the Lenders consent in writing Commitments have consented to any such request in accordance with subsection (a) of this Section 2.20the requested extension, the Termination Date in effect at shall be extended as to such time shall, effective consenting Lenders only (and not as at such next Anniversary to any Declining Lender) for a period of 364 days from the then-current Termination Date (for purposes of this Section 2.18, the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment Commitments of any Declining Lenders shall terminate on the Extension Date (as theretofore in effect) and all Advances of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 Declining Lenders shall be repaid to them on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 If the Borrower for any requested extension of the Termination Date.
(c) If less than all of the Lenders consent so requests, each Lender consenting to any such request pursuant shall be given the opportunity at least seven days but not more than 10 days prior to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting in each Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by in amounts such Non- Consenting Lender. Upon that the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender aggregate Commitments hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant such extension and increase in the Commitments shall not exceed the aggregate Commitment immediately prior to subsection the Extension Date. If the Administrative Agent receives Commitments to increase the Commitments from the Lenders, which, when aggregated with the existing Commitments, (bA) of this Section 2.20are less than or equal to the Commitments immediately prior to the Extension Date, the Administrative Agent shall accept all such Commitments, (B) are greater than the Commitments on the date hereof, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent in writing to a requested extension (whether by execution or delivery of increase the aggregate Commitments to an Assumption Agreement or otherwise) not later than one Business Day amount equal to the Commitments immediately prior to such Extension Date, the Administrative Agent shall so notify the BorrowerBorrower may, and, so long as 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 at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date shall occur as a consequence thereofnot be greater than Commitments hereunder immediately prior to such Extension Date. If the Administrative Agent shall accept the Commitment of any Increasing Commitment Lender or Eligible Assignee, the Termination Date then in effect Commitments of the Declining Lenders shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for terminate on such Extension Date, refer and any Advances made by such Declining Lenders shall be repaid on such date in accordance with this Agreement.
(c) Each such accepted Eligible Assignee and each Increasing Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's previously delivered signature page. Any such extension shall become effective upon the satisfaction of the conditions set forth in Section 3.04 hereof. Upon satisfaction of such conditions and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make A Advances to the Termination Borrower (i) in the case of each new Lender, equal to such Lender's ratable portion of the A Advances outstanding immediately prior to such Extension Date as so extended. Promptly following and (ii) in the case of each Increasing Commitment Lender, equal to such portion of such Lender's ratable portion of the A Advances (assuming that such Lender's Commitment consists only of the increased portion thereof) outstanding immediately prior to such Extension Date, the Administrative Agent shall notify the Lenders (includingin each case, without limitation, each Assuming Lender) giving effect to any repayment 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 A Advances to each Declining Lenders made on such Consenting Lender and each such Assuming LenderExtension Date.
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Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to Seller may request the next Anniversary Date, extension of the Borrower, then current Facility Termination Date by providing written notice to the Administrative Administrator and each Purchaser Agent; provided such request is made not more than 180 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer (it being understood that the Purchasers may accept or decline such a request an extension in their sole discretion and on such terms as they may elect) not less than 30 days following such request and the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Administrator and the Purchaser Agents in connection therewith (including Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or the applicable Purchaser Agent on its behalf) shall so notify the Administrator and the Administrator shall so notify the Seller of the Termination Date in effect at such time by one calendar year from its then scheduled expirationdetermination; provided, however, that, if that the Borrower does not request an extension failure of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail Administrator to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension Seller of the Termination Date at least 30 days prior determination to decline such extension shall not affect the next Anniversary Date, such Lender understanding and agreement that the applicable Purchasers shall be deemed to be a Non-Consenting Lender with respect have refused to such request. The Administrative Agent shall grant the requested extension in the event the Administrator fails to affirmatively notify the Borrower not later than 25 days prior Seller of their agreement to such next Anniversary Date of accept the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection requested extension, and either (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), Purchase Limit shall be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, or event that with the giving of notice or passage of time or both would constitute reduced by an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing amount equal to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty byPurchaser, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iiib) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 LendersAdministrator (such consent not to be unreasonably withheld), the Seller may appoint a new Purchaser to assume such non-renewing Purchaser’s Commitment Percentage of the Purchase Limit and the Commitment, and such new Purchaser and the obligations of each Seller shall enter into such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, documents as the case other Purchasers may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in reasonably deem necessary or appropriate to reflect the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lendernew Purchaser.
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Extension of Termination Date. (ai) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerAltria may, by written notice (an “Extension Notice”) to the ▇▇▇▇▇▇▇ Sachs, as Administrative Agent, which shall promptly notify each Consenting Lender, not later than three Business Days prior to the Termination Date, extend the Termination Date solely with respect to such Consenting Lenders for an additional period of three months; provided that, on the date of each Extension Notice and on the effective date of each such extension, (i) no event has occurred and is continuing that constitutes a Default or Event of Default and (ii) the representations contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct; and provided, further, that Altria may deliver no more than two Extension Notices, so that the maximum time period the Termination Date may be extended pursuant to this Section 2.09(c) is six months past the original Termination Date. Upon the effectiveness of each extension provided for in this Section 2.09(c), all terms of this Agreement shall remain in full force and effect solely with respect to each Consenting Lender. The provisions of Section 2.15 shall not be applicable to payments made to Non-Consenting Lenders on the Termination Date in connection with the termination of their Commitments. Altria agrees that it will, upon the request an of any Consenting Lender through ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Administrative Agent, issue a new Note in favor of such Consenting Lender reflecting the extended maturity date, in exchange for the Note held by such Consenting Lender, which shall be promptly returned to Altria and marked “cancelled”.
(ii) Altria shall pay to ▇▇▇▇▇▇▇ Sachs, as Administrative Agent, for the account of each Consenting Lender, in the event of any three-month extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender Altria pursuant to this Section 2.20 and 2.09(c), 0.7500% of the Commitment aggregate amount of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to on the effective date of the assignment onfirst three-month extension, and 3.0000% of the outstanding Advances, if any, aggregate amount of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of Lender’s Commitment on the effective date of the second three-month extension, in each case payable on such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargeddate.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least Not earlier than 60 days prior to, nor later than 45 days but ----------------------------- not more than 75 days prior to to, each anniversary of the next Anniversary Closing Date, the Borrower, Borrower may request by written notice made to the Administrative Agent, may request an Agent (who shall promptly notify the Lenders) a one year extension of the Termination Date Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension Article V are true and correct in all material respects on and as of the Termination Date in a timely manner prior date of such certificate and (ii) no Default or Event of Default exists. Each Lender shall notify the Administrative Agent by written notice whether it consents to any Anniversary Date it may, but or declines such request within 30 Business Days of such notice. Any Lender not responding within the above time period shall be deemed to have not be obligated to, request that consented to extending the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender shall, after receiving the notifications from all of the Lenders or the expiration of such requestperiod, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Datewhichever is earlier, notify the Borrower and the Administrative Agent in writing as Lenders of the results thereof.
(b) If any Lender declines, or is deemed to whether such Lender will have declined, to consent to such extension. If request for extension (a “Declining Lender”), the Borrower may cause any Declining Lender to be removed and/or replaced as a Lender pursuant to Section 10.16.
(c) If, after giving effect to any removals or replacements of Lenders pursuant to the prior subsection, all Lenders have consented to extending the Termination Date, it shall fail be extended for 364 days, effective as of date to notify be determined by the Administrative Agent and the Borrower in writing of its consent (the “Effective Date”), and the Administrative Agent shall promptly notify the Lenders thereof. As a condition precedent to any such request for extension of extension, the Termination Date at least 30 days Borrower shall deliver to the Administrative Agent on or prior to the next Anniversary Effective Date, in form and substance satisfactory to the Administrative Agent: (i) corporate resolutions and incumbency certificates of the Borrower dated as of the Effective Date approving such extension in sufficient copies for each Lender, (ii) a certificate signed by a Responsible Officer of the Borrower of the type referred to in Section 4.1(a)(viii), and (iii) new or amended Notes for any new or affected Lender shall be deemed to be a Non-Consenting Lender with respect to reflecting such requestnew or revised Commitments. The Administrative Agent shall notify the Borrower not later than 25 days prior distribute an amended Schedule 2.1 (which shall thereafter be incorporated into this Agreement), to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent reflect any changes in writing to any such request in accordance with subsection (a) of this Section 2.20Lenders, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender Commitments and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender’s Pro Rata Share thereof.
Appears in 1 contract
Sources: Credit Agreement (Pma Capital Corp)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior The Borrower shall have the right, exercisable one time, to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent Lenders agree to any such request for extension of extend the Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 180 days prior to the next Anniversary current Termination Date, a written request for such Lender shall be deemed to be a Non-Consenting Lender with respect to such requestextension. The Administrative Agent shall notify the Borrower not Lenders if it receives such a request promptly upon receipt thereof. Not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and that is 30 days after the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 ’s receipt of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Daterequest, the Administrative Agent shall notify the Borrower if the Requisite Lenders (including, without limitation, each Assuming Lender) of have determined to condition the extension of the scheduled Termination Date on an increase in effect the Capitalization Rate to a percentage not to exceed 9.25%, and if so, what the new Capitalization Rate to become effective on the current Termination Date would be. Any new Capitalization Rate shall be the rate determined by the Requisite Lenders on the basis of then current market conditions and data. If the Requisite Lenders determine to condition the extension of the Termination Date on an increase in the Capitalization Rate, then not later than the date that is 30 days prior to the current Termination Date (the “Extension Notification Date”), the Borrower shall notify the Administrative Agent in writing of its decision to extend or not to extend the Termination Date by one year. If the Borrower fails to provide such written notification on or prior to the Extension Notification Date, the Borrower shall be deemed to have elected to extend the Termination Date by one year. If the Borrower elects, or is deemed to have elected, to extend the Termination Date, then subject to satisfaction of the following conditions, the Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of payment of the fee referred to in the following clause (y): (x) immediately prior thereto to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall thereupon record exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Register Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the relevant information date of such extension with respect the same force and effect as if made on and as of such date except to each the extent that such Consenting Lender representations and each warranties expressly relate solely to an earlier date (in which case such Assuming Lenderrepresentations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).
Appears in 1 contract
Sources: Credit Agreement (Excel Trust, Inc.)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not The Borrower shall have the right, exercisable no more than 75 days prior once, to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; providedyear. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, howeverbut no more than 90 days, thatprior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), if a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower does not request understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date in a timely manner prior to at any Anniversary Date it may, but time. If the Required Lenders shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner have notified Agent on or prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than date which is 30 days prior to the Extension Date that they accept such next Anniversary DateExtension Request, notify then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the Administrative Agent date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in writing which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to whether the Commitment of each Lender accepting such Lender will consent to such extensionExtension Request. If any Lender shall fail not have notified Agent on or prior to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least date which is 30 days prior to the next Anniversary DateExtension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), such Lender then the Termination Date shall not be deemed to be a Non-Consenting Lender extended with respect to the Commitment of such requestrejecting Lender (each such Lender a “Rejecting Lender”). The Administrative Agent shall promptly notify Borrower whether the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Extension Request has been accepted or rejected as well as which Lender or Lenders regarding the rejected Borrower's request for an extension of the Termination Date’s Extension Request.
(b) If all Notwithstanding the preceding subsection, if the Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender (a “Notice of Rejection”), and provided that the aggregate amount of Commitments of the Rejecting Lenders consent in writing does not exceed 50% of the aggregate amount of Commitments then outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to any such request Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with subsection (a) of this and subject to the restrictions contained in Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be extended for one calendar year or two calendar yearsanother Lender, as properly requestedif a Lender accepts such assignment); provided that on each Extension Date, no Event of Default, or event that with (i) the giving of notice or passage of time or both would constitute an Event of Default, Borrower shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all received the prior written consent of the Lenders Agent, which consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not unreasonably be extended as to any other Lender withheld, (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of ii) such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Rejecting Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension received payment of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the an 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid equal to the effective date outstanding principal of the assignment onits Loans and participations in Reimbursement Obligations, the outstanding Advancesaccrued interest thereon, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing payable to such Non-Consenting Lender it hereunder, as of from the effective date assignee (to the extent of such assignment shall have been paid to such Non- Consenting Lender; and
(iiioutstanding LEGAL02/33565081v8 principal and accrued interest and fees) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to or the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment case of all amounts referred to in clauses (i), (iiother amounts) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of assignee consents to the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedRequest.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 45 days prior to the next Anniversary Termination Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year 364 days from its then scheduled expiration; provided, however, that, if that the Borrower does shall not request an extension of have made the Term Loan Election for Revolving Credit Advances outstanding on such Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datesuch time. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, no earlier than 30 days, but in any event, not later than 30 20 days prior to such next Anniversary the Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the Termination Date. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.18, the Termination Date in effect at such time shall, effective as at such next Anniversary the Termination Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested364 days; provided that on each 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, applicable conditions set forth in Section 3.02 shall have occurred and be continuing, or shall occur as a consequence thereofsatisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.18 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.18 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.088.04, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.18, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 15,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00015,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.088.04, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.18 shall have delivered to the Administrative Agent any Revolving Credit Note or Revolving Credit Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.18) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one364-year day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.18, and all references in this Agreement, and in the Revolving Credit Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 60 days but ----------------------------- not more than 75 90 days prior to the next Anniversary first or second anniversary of the Closing Date, as the case may be, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary the first or second anniversary of the Closing Date, as applicable, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit K hereto. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary first or second anniversary of the Closing Date, as applicable, such Lender shall be deemed to be not have consented to such request (a “Non-Consenting Lender with respect to such requestLender”). The Administrative Agent shall notify the Borrower in writing not later than 25 15 days prior to such next Anniversary Date the first or second anniversary of the Closing Date, as applicable, of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date the first or second anniversary of the Closing Date, as the case may be (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, applicable conditions set forth in Article III shall have occurred and be continuing, or shall occur as a consequence thereofsatisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, subject to Lenders having more than 65% of the Commitments consenting to a requested extension in accordance with subsection (d) of this Section 2.20 and effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each each, a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and if the Commitment Commitments of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.11Section 2.15, 2.14, 8.04 8.3 and 8.08, 9.3 and its obligations under Section 7.05, 7.6 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 as to any request made by the Borrower for any requested extension of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the The Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as that agree to an extension of the Termination Date (an “Assuming Lenders Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided provided, further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesLoans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursementscosts, reimbursement, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.6(c) for such assignment shall have been paidpaid by the Assuming Lender; provided provided, further that such Non-Consenting Lender's ’s rights under Sections 2.112.17, 2.14, 8.04 8.3 and 8.089.3, and its obligations under Section 7.05Sections 2.15 and 7.6, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Assumption Agreement, Agreement duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered deliver confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment Commitments and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses clause (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all the Lenders having more than 65% of the Lenders Commitments (after giving effect to any assignments pursuant to subsection (bc) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption Agreement or otherwise) not later than one Domestic Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event upon satisfaction 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 shall occur as a consequence thereofapplicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the an additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "such “Termination Date" ” shall, with respect to each such Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At If the Approved Termination Date has been extended to the 364th day after the date of this Agreement, as contemplated by the definition of “Approved Termination Date,” then at least 45 days but ----------------------------- not more than 75 60 days prior to the next Anniversary then applicable Approved Termination Date, the BorrowerAESC may, by delivering a written notice to the Administrative AgentAgent (with such notice being irrevocable), may request an extension of and subject to the Termination Date conditions set forth in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated tothis Section, request that the Approved Termination Date be extended for two consecutive calendar years from its a period of 364 days, commencing on the Approved Termination Date then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Dateeffect. The Administrative Agent shall promptly notify each Lender of such request, request promptly upon its receipt of such notice and shall request that each Lender shall in turn, in its sole discretion, not later than 30 days prior respond to such next Anniversary Date, notify the Borrower and request by notifying the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any (with such request for consent being irrevocable), or rejection of, the requested extension no earlier than 30 but no later than 20 days preceding the then applicable Termination Date (or if such day is not a Business Day, the next preceding Business Day). The Agent shall notify AESC in writing, of the Termination Date at least 30 Lenders’ decisions no later than 15 days prior to such Approved Termination Date. If any Lender shall not have consented to the next Anniversary Daterequested extension within the time period specified in the preceding sentence, such Lender shall be deemed to be a Non-Consenting Lender with respect to have rejected such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of Subject to subsection (c) below, the Lenders consent in writing to any such request in accordance with extension requested under subsection (a) of this Section 2.20, above shall be effective on the Approved Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that ”) if (i) on each Extension Date, such 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, Default shall have occurred and be continuing, continuing or shall would occur as a consequence thereof. If result of such extension, (ii) Lenders having Commitments representing not less than all 51% of the Commitments of all Lenders consent shall have consented in writing to any such request extension as provided in accordance with subsection (a) of this Section 2.20above (such Lenders, collectively, the Termination Date in effect at such time shall“Consenting Lenders”), effective as at the applicable Extension Date, be extended as to those Lenders that so consented and (each a "Consenting Lender"iii) but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable proposed Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent (A) a certificate of a duly authorized officer of each Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Article IV and as to the absence, both before and after giving effect to such proposed extension, of any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment Default, (B) certified copies of all amounts referred corporate and governmental approvals, if any, required to be obtained by each Borrower in clauses (i), (ii) connection with such extension and (iiiC) an opinion or opinions of counsel to AESC as to such matters as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably request.
(c) Subject to satisfaction of the immediately preceding sentenceconditions set forth in subsection (b) above, the Commitment of each such Consenting Lender shall be extended for a period of 364 days commencing on the Extension Date. The Commitment of any Lender that rejected or Assuming Lenderwas deemed to have rejected the Borrower’s request to extend the Termination Date (such Lenders, as of collectively, the “Declining Lenders”) shall automatically terminate on the Extension Date, will be substituted for and AESC shall repay on the Extension Date in full on such Non-Consenting date all Advances extended by such Declining Lender and all other amounts payable to 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments extension requested pursuant to subsection (b2.21(a) has been granted and the conditions set forth in 2.21(b) have been met, AESC may, for a period of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such 45 days following the Extension Date, accept Commitments from Eligible Assignees (each, a “New Lender”) in an amount not greater than the sum of (i) the Commitments of all Declining Lenders plus (ii) the aggregate amount of all decreases in the Commitments of the Consenting Lenders.
(e) Each New Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or event Agent.
(f) Each Consenting Lender and each New Lender will be deemed to have consented to an amendment 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and replaces all references in this AgreementAgreement to AESC’s audited financial statements for the fiscal year ended December 31, and in the Notes, if any, 2001 (as such references may be further amended) with references to AESC’s audited year-end financial statements most recently delivered to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lenderunder this Agreement.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 15 days prior to after the date of such next Anniversary Dateextension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 within 15 days prior to after the next Anniversary Datedate of such extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 10 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requestedyear; provided PROVIDED that on each 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 shall occur as a consequence thereof. If Lenders holding 51% or more of the Commitments, but less than all of the Lenders Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting LenderCONSENTING LENDER") but shall not be extended as to any other Lender (each a "NonNON-Consenting LenderCONSENTING LENDER"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided PROVIDED that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.13 and 8.088.04, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders (x) to assume, effective as of the Extension DateDate or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Eligible Assignees and the Administrative Agent, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderLender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; providedPROVIDED, howeverHOWEVER, 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further PROVIDED FURTHER that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 owing to such Non-Consenting Lender plus PLUS (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further PROVIDED FURTHER that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.13 and 8.088.04, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and Commitment, (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Agent any the Note or Notes held by such Non- Non-Consenting Lender and (D) the Borrower shall have delivered to the Administrative Agent a new A Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding 51% or more of the Lenders Commitments (after before giving effect to any assignments pursuant to subsection (bc) of this Section 2.202.16) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, Notes to the "Termination DateTERMINATION DATE" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days 30 but ----------------------------- not no more than 75 45 days prior to the next Anniversary Dateend of the then-current Revolving Period, the BorrowerBorrower may, by delivering a written notice request to the Administrative Agent, may Agent (each such request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated tobeing irrevocable), request that the Termination Date Revolving Period be extended for two consecutive calendar years an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from its then scheduled expiration by making a request therefor in a timely manner prior the last day of the then-current Revolving Period to the next succeeding Anniversary Datefirst anniversary of the last day of the then-current Revolving Period (any such election to so extend the Termination Date being the "Term Election"). The Upon receipt of any such notice, the Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any communicate such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination DateLenders.
(b) If all No earlier than 30 days prior, and no later than 20 days prior, to the end of the Lenders then-current Revolving Period, each Lender may indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Revolving Period is acceptable to such Lender, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent in writing to such requests (any Lender refusing or deemed to refuse any such request in accordance with subsection (a) of this Section 2.20request, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To The Administrative Agent will notify the extent that Borrower, in writing, of the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or Lenders' decisions no later than 15 days prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 end of the Termination Datethen-current Revolving Period.
(c) If less than all Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that Lenders consent having more than 50% of the Commitments have consented to any the Borrower's request to extend the then-current Revolving Period, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to the Commitments of such Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then- current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments.
(d) Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) Lenders having 50% or less of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period and (ii) Commitments and Advances of Non-Consenting Lenders with respect to such request which have been assigned pursuant to Section 8.07(g) hereof, when aggregated with the Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof.
(e) Subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), in the event that any request by the Borrower pursuant to subsection (a) of this Section 2.20, above shall be denied and the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders shall have indicated in such request that, in the event of such denial, it has determined to assumeeffect the Term Election, then, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all last day of the obligations Revolving Period, the Termination Date shall be extended to the first anniversary of such Non-Consenting Lender under this Agreement thereafter arisingday. In addition, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, in the event that the amount Borrower shall not have requested an extension of the Commitment then-current Revolving Period pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Administrative Agent at least ten Business Days prior to the last day of the then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effective as of such last day, be extended to the first anniversary of such last day.
(f) Notwithstanding anything contained herein to the contrary, the Borrower's right to effect the Term Election as provided in either subsection (a) or (e), above, shall not affect any rights or remedies that the Lenders or the Administrative Agent may have at such Assuming Lender time under Section 6.01 as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of DefaultDefault or Prepayment Event, or event that with the giving of notice or passage of time or both would constitute an Event of DefaultDefault or Prepayment Event with notice or lapse of time or both, shall which may have occurred and then be continuing as continuing, either at the time of the giving of such Extension Date, notice or shall occur as a consequence thereof, on the Termination Date then in effect shall be extended for last day of the additional onethen-year period or two- year period, as the case may be, as described in subsection current Revolving Period.
(ag) Notwithstanding any other provision of this Section 2.20, and all references in this Agreement, the Revolving Period may be extended more than once pursuant to this Section 2.16 and in the Notes, if any, to Term Election may be effected on the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) last day of the extension of Revolving Period whether or not the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect same has been extended one or more times pursuant to each such Consenting Lender and each such Assuming Lenderthis Section 2.16.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 10 days but ----------------------------- not more than 75 20 days prior to the next Anniversary Termination Date, the Borrower, by written notice to the Administrative Agent, may request an request, with respect to the Commitments then outstanding, a single ten-month extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Termination Date (the ‘Extension Date’), be extended for an additional ten-month period, provided that (a) the Borrower shall have paid the Extension Fees as described in Section 2.08(d), (b) on the Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a Responsible Officer of the Borrower, dated the Extension Date, be extended as to those Lenders that so consented stating that: (each a "Consenting Lender"i) but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this representations and warranties contained in Section 2.20 4.01 are true and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 correct on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment (ii) no Default or Event of Default has occurred and all of is continuing or would result from such extension, and (iii) the obligations of Loan Parties are in compliance with the covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after the extension, together with supporting information demonstrating such Non-Consenting Lender under this Agreement thereafter arisingcompliance, without recourse to and (c) the Administrative Agent shall have received on or warranty by, or expense to, such Non-Consenting Lender; provided, however, that before 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further thatExtension Date:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender Deeds of trust, trust deeds and mortgages (Athe “Mortgages”) and assignments of leases and rents (the aggregate principal amount of, “Assignments of Leases”) in form and any interest accrued and unpaid substance reasonably satisfactory to the effective date of Administrative Agent covering all Borrowing Base Assets, duly executed by the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignmentappropriate Loan Party;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as evidence that counterparts of the effective date Mortgages and Assignments of such assignment shall Leases and have been paid duly executed, acknowledged and delivered on or before the Extension Date and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to such Non- Consenting Lender; andcreate a valid first and subsisting Lien on the collateral described therein in favor of the Administrative Agent for the benefit of the Lender Parties and that all required affidavits, tax forms and filings pertaining to any applicable documentary stamp, intangible and mortgage recordation taxes have been executed and delivered by all appropriate parties and are in form suitable for filing with all applicable governmental authorities;
(iii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (including zoning endorsements where available) and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and with respect to any such Assuming Lenderproperty located in a State in which a zoning endorsement is not available, a zoning report issued by Planning and Zoning Resources Corp. or another professional firm reasonably acceptable to the applicable processing Administrative Agent;
(iv) American Land Title Association/American Congress on Surveying and recordation fee required under Section 8.07(a) Mapping form surveys for such assignment shall which all necessary fees have been paid; provided further that such Non-Consenting 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 dated no more than 30 days before the date of substitution. At least three Business Days prior their delivery to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation certified to the Administrative Agent and the issuer of the Mortgage Policies in writing a manner satisfactory to the Borrower Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Administrative Agent as absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the increase Administrative Agent; and
(v) An opinion of local counsel for the Loan Parties (i) in the amount each of its Commitment the States where the Borrower Base Assets are located and (Cii) and each Non- Consenting Lender being replaced state in which the Loan Parties are organized or formed, in each case in form and substance reasonably satisfactory to the Administrative Agent. In the event that an extension is effected pursuant to this Section 2.20 shall have delivered 2.17 (but subject to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon provisions of Sections 2.05, 2.06 and 6.01), the payment or prepayment aggregate principal amount of all amounts referred Advances shall be repaid in full ratably to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, Lenders on the Termination Date as so extended. As of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, or any of the other Loan Documents to the "‘Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ’ shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.”
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior The Borrower shall have the right, exercisable two times, to request the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date by twelve months. The Borrower may request such an extension only by executing and delivering to the Lender at least 60 days but not more than 90 days prior to the date one year prior to the current Termination Date, a written request for such extension (an “Extension Request”). Subject to satisfaction of the following conditions, the Termination Date shall be extended for twelve months: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect at as if made on and as of such time date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (b) the Borrower shall have paid the Fees payable under the Fee Letter payable with respect to such extension; (c) the Lender shall have received such information as it may have requested from the Borrower in connection with such Extension Request in form and substance satisfactory to the Lender; and (d) the Lender, in its sole and absolute discretion, approves such Extension Request. The Lender shall notify the Borrower of the approval or denial of an Extension Request as soon as reasonably practical following receipt by one calendar year from its then scheduled expirationthe Lender of all information requested under the immediately preceding clause (c); provided, however, that, if by the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 date 180 days prior to the next Anniversary current Termination Date, such the Lender shall have not notified the Borrower of the approval or denial of an Extension Request, then the Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to denied such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming LenderRequest.
Appears in 1 contract
Sources: Credit and Security Agreement (Five Star Quality Care Inc)
Extension of Termination Date. (a) At least 45 days 30 but ----------------------------- not more than 75 60 days prior to each anniversary of the date of the Closing Date (but in any event no later than 45 days prior to the next Anniversary Datethen-scheduled Termination Date of the Revolving 364-Day Tranche, the BorrowerRevolving Three- Year Tranche or the Term Tranche, as the case may be), the Borrower may, by delivering a written notice to such effect to the Administrative AgentAgent (each such request being irrevocable), may request an that each Lender consent to (i) a 364-day extension of the Termination Date in effect at such time by one calendar of the Revolving 364-Day Tranche and/or (ii) a one-year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date of the Revolving Three-Year Tranche and/or the Term Tranche. Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Lenders. Within 30 days following the giving of such notice by the Borrower, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-scheduled Termination Date of such Tranche is acceptable to the Lenders (and, if so, the conditions, if any, relating to such acceptance, including, with respect to the Term Tranche, revisions to the principal repayment schedule set forth in a timely manner prior to any Anniversary Date Section 3.05(b)), it may, but shall not be obligated to, request being understood that the Termination Date unanimous written consent of the Lenders shall be extended for two consecutive calendar years from required to effect any such requested extension, that the determination by each Lender will be in its then scheduled expiration sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by making a such Lender to consent to such request therefor in a timely manner prior to (with the next succeeding Anniversary Dateresult being that such request is denied). The Administrative Agent shall promptly notify each Lender the Borrower and the Lenders of the result of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any if such request for extension of the Termination Date at least 30 days prior shall have been consented to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If by all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20Lenders, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (of the "Extension Date"), applicable Tranche shall be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event to (A) in the case 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all Revolving Three-Year Tranche or the Term Tranche, the first anniversary of the Lenders consent to then-scheduled Termination Date of such Tranche, or (B) in the case of any such request pursuant to subsection (a) extension of this Section 2.20the Revolving 364-Day Tranche, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of date that occurs 364 days after the Extension Date, any Nonthen-Consenting Lender's Commitment and all of the obligations scheduled Termination Date of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderTranche; provided, however, that the amount of the Commitment of any such Assuming Lender as a result Termination Date of such substitution Tranche shall in no event be less than $25,000,000 unless so extended notwithstanding the amount existence of one or more Lenders (the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
"Nonextending Lenders") that have elected not to extend (i) any such Consenting Lender or Assuming Lender shall have paid failed to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and notify the Administrative Agent an Assumption Agreement, duly executed by of its (or their) consent to extend) if (1) such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, Nonextending Lender(s) has (Bor have) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase been replaced in the full amount of its Commitment (or their) Commitments hereunder pursuant to Section 11.07(h) and (C2) each Non- Consenting no Event of Default or Default shall then have occurred and be continuing. If a Nonextending Lender being is not so replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i11.07(h), (ii) and (iii) the Commitments of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, under the Administrative Agent applicable Tranche shall so notify automatically terminate on the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional onethen-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 of such Consenting Lender and each such Assuming LenderTranche.
Appears in 1 contract
Sources: Credit Agreement (CMS Energy Corp)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next any Anniversary Date, the BorrowerBorrower may, by written notice to the Administrative Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expirationdate; provided, however, that, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration date by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next the applicable Anniversary Date, notify the Borrower and the Administrative Designated Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Designated Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Designated Agent shall notify the Borrower not later than 25 days prior to such next the applicable Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next the applicable Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that (i) on each 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 shall 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 Termination Date. If less 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 the proviso above, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting each, an “Extending Lender"”) but shall not be extended as to any other Lender (each each, a "Non-Consenting “Declining Lender"”). To the extent that the Termination Date is not extended as to any Declining Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date (and on such unextended Termination 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 Non- Consenting Declining Lender's ’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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees as Assuming Lenders that will agree to an extension of the Termination Date to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's ’s Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's ’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 any the applicable Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Designated Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the Borrower and the Administrative Agent, Designated Agent and (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Designated Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Designated Agent on or before the applicable Extension Date any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentenceabove, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative 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 shall would occur as a consequence thereofthereof 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 Termination Date, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 90 days prior to the next Anniversary date which is one year prior to the Revolving Facility Termination Date then in effect (such date, the “Extension Request Date”), the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolving Facility Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly (and in any case, within 5 Business Days of its receipt of such notice), notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than at least 30 days prior to such next Anniversary the Extension Request Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Facility Termination Date at least 30 20 days prior to the next Anniversary Revolving Facility Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such extension request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary the Extension Request Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Revolving Facility Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Revolving Facility Termination Date in effect at such time shall, effective as at such next Anniversary the Extension Request Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each Extension Date, no Event of Default, or event that with Date the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions set forth in Section 4.02 shall have occurred and be continuing, or shall occur as a consequence thereofsatisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Revolving Facility Termination Date in effect at such time shall, effective as at the applicable Extension DateDate and subject to subsection (d) of this Section 2.16, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Revolving Facility Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Facility Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.113.01, 2.14, 8.04 and 8.0811.01 or 11.02, and its obligations under Section 7.059.09, shall survive the Revolving Facility 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 Revolving Facility Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Revolving Facility Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as (each, an “Assuming Lenders Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesRevolving Facility Exposure, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees Fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a11.06(c)(i)(D) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.113.01, 2.14, 8.04 and 8.0811.01 or 11.02, and its obligations under Section 7.059.09, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments or assumptions pursuant to subsection (bc) of this Section 2.202.16) Lenders having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event subject to the satisfaction 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 shall occur as a consequence thereofapplicable conditions in Section 4.02, the Revolving Facility Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, to the "“Revolving Facility Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Facility Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolving Facility Termination Date in effect immediately prior thereto and shall thereupon record in the Lender Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- The Borrower may, not more less than 75 59 days prior to the next first and second anniversary dates of the original Closing Date (each such anniversary date being referred to as an "Anniversary Date, the Borrower"), by written notice to the Administrative Agent, may make written request an extension of the Lenders to extend the Termination Date in effect at such time by for an additional period of one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Dateyear. The Administrative Agent shall promptly notify will give prompt notice to each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing Lenders of its consent to receipt of any such request for extension of the Termination Date at least Date. Each Lender shall make a determination not later than 30 days prior to the next then applicable Anniversary DateDate as to whether or not it will agree to extend the Termination Date as requested; provided, such however, that failure by any Lender to make a timely response to the Borrower's request for extension of the Termination Date shall be deemed to be constitute a Non-Consenting refusal by such Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date extension of the decision of the Lenders regarding the Borrower's Termination Date. If, in response to a request for an extension of the Termination Date.
, one or more Lenders shall refuse (bor are deemed to have refused) If all to agree to the requested extension (the "Disapproving Lenders"), then provided that the requested extension is approved by the Required Lenders (the "Approving Lenders"), the credit facility may be extended and continued at the option of the Lenders consent in writing Borrower at a lower aggregate amount equal to the Revolving Commitments held by the Approving Lenders. In any such request in accordance with subsection case, (ai) of this Section 2.20, the Termination Date relating to the Commitments held by the Disapproving Lenders shall remain as then in effect at with repayment of Obligations held by such time shallDisapproving Lenders being due on such date and termination of their respective Commitments on such date, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (aii) of this Section 2.20, the Termination Date in effect at such time shall, effective as at relating to the applicable Extension Date, Commitments held by the Approving Lenders shall be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08an additional one year period, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and may, at its own expense with the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and assistance of the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered make arrangements for another bank or financial institution reasonably acceptable to the Administrative Agent to acquire, in whole or in part, the Obligations and Commitments of the Disapproving Lenders. Where any Note such arrangements are made for another bank or Notes held by financial institution to acquire the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and Commitments of a Disapproving Lender, or any portion thereof, then upon payment of the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and termination of the Commitments relating thereto, such Non- Consenting Lender. Upon Disapproving Lender shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the payment or prepayment provisions of all amounts referred to in clauses (iSection 12.1), all or part of its interests, rights and obligations under this Credit Agreement to such bank or financial institution which shall assume such assigned obligations (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming which assignee may be another Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be if a Lender for all purposes accepts such assignment); provided, that such assignment shall not conflict with any law, rule or regulation or order of this Agreement, without any further acknowledgment by court or the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedGovernmental Authority.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. The Borrower shall have the right, exercisable up to two times, to extend the Termination Date then in effect for all or a portion of the then outstanding Loans, in each instance, by six (a6) At months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 45 days but ----------------------------- not more than 75 120 days prior to the next Anniversary then current Termination Date, a written request for such extension and the Borrower, by written notice to the Administrative Agent, may request an extension aggregate amount of the Termination Date in effect at Loans as to which such time by one calendar year from its then scheduled expiration; providedextension is being requested, however, that, if the Borrower does not request an extension of the Termination Date which aggregate amount shall be in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request minimum amount of $50,000,000 and in an integral multiple of $5,000,000 in excess of that amount in the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such requestaggregate (an “Extension Request”). The Administrative Agent shall notify the Borrower not later than 25 days Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the then current Termination Date shall be extended for six (6) months effective upon receipt by the Administrative Agent of an Extension Request and payment of the amounts referred to in the following clause (y): (x) immediately prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
and immediately after giving effect thereto, (bA) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year no Default or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, Default shall exist and (B) the representations and warranties made 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 deemed made by the Borrower for and each other Loan Party in the Loan Documents to which any requested extension of the Termination Date.
(c) If less than them is a party, shall be true and correct in all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective material respects on and as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations date of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that extension with the amount of the Commitment of any such Assuming Lender same force and effect as a result if made on and as of such substitution shall in no event be less than $25,000,000 unless date except to the amount of the Commitment of extent that such Non- Consenting Lender is less than $25,000,000, representations and warranties expressly relate solely to an earlier date (in which case such Assuming Lender representations and warranties shall assume have been true and correct in all material respects on and as of such lesser amount; earlier date) and provided further that:
except for changes in factual circumstances or resulting from transactions not prohibited under the Loan Documents and (iy) any such Consenting Lender or Assuming Lender the Borrower shall have paid to such Non-Consenting Lender (Athe fees payable under Section 3.5.(c) and repaid the aggregate outstanding principal amount of, and of any interest accrued and unpaid to the effective date portion of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 Loans as to matters occurring which such extension is not being requested. At any time prior to the date effectiveness of substitution. At least three Business Days prior to any Extension Datesuch extension, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and upon the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting LenderAgent’s request, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Agent any Note a certificate from the chief executive officer or Notes held by such Non- Consenting Lender. Upon chief financial officer certifying the payment or prepayment of all amounts matters referred to in the immediately preceding clauses (i), (iix)(A) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedx)(B).
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days (but ----------------------------- not more no earlier than 75 60) days prior to the next Anniversary DateTermination Date then in effect and provided all representations and warranties are true and correct in all material respects and no Event of Default has occurred and is continuing, the BorrowerCompany may, at its option, by written notice to the Administrative Agent, may request an extension of that the Lenders extend the Termination Date for an additional 364 days from the Termination Date then in effect at such time by one calendar year from its then scheduled expirationeffect; provided, however, that, if that the Borrower does Company shall not request an extension of have made the Term Loan Election for Revolving Credit Advances outstanding on such Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datesuch time. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turnEach Lender, in its sole discretion, shall consent or not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender extension and shall fail to notify the Administrative Agent and the Borrower in writing of its consent or nonconsent to any such extension within 20 Business Days of notice of such request for extension of from the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such requestAgent. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20writing, the then applicable Termination Date in effect at such time shall, effective as at such next Anniversary Termination Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each a period of 364 days from 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 shall occur as a consequence thereof. .
(b) If less than not all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20consent, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.16, to an extension of the Termination Date then in effect (the Lenders so consenting in writing being the "Consenting Lenders", and any Lender not so consenting being a "Non-Consenting Lender"), the Borrower may Company may:
(i) arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of on the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to and effective on such Extension Date, each such Consenting Lender or warranty by, or expense to, such Assuming Lender will be substituted for such Non-Consenting LenderLender under this Agreement; 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount10,000,000; and provided further that:
that (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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, Advances of such Non-Consenting Lender plus Lender; (Bii) any accrued but unpaid facility fees owing the Company shall have paid to such Non-Consenting Lender as of the effective date of such assignment;
(ii) any and all additional costs reimbursements, expense reimbursements facility fees and indemnities other fees payable to such Non-Consenting Lender, Lender and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunderunder any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.10, and any indemnification for Taxes under this Section 2.13) as of the effective date of such assignment shall have been paid to such Non- Consenting Lenderassignment; and
and (iii) with respect to any such Assuming Lender, such Assuming Lender or the Company shall have paid the applicable processing and recordation fee required under Section 8.07(a9.06(a) for such assignment shall have been paidassignment; provided further that such Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.089.04, and its obligations under Section 7.058.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days ; provided further that, on or prior to any the tenth day prior to the Extension Date, (Ax) each any such Assuming Lender, if any, Lender shall have delivered to the Borrower Company and the Administrative Agent an Assumption AgreementAgreement in substantially the form of Exhibit D hereto, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Lender and the Administrative AgentCompany, (By) any such Consenting Lender Bank shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its increased Commitment and (Cz) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 clause (i) shall have delivered to the Administrative Agent any Revolving Credit Note or Notes held by such Non- Non-Consenting Lender. Upon ; and provided further that, if requested by any Assuming Lender, each Borrower, at its own expense, shall have executed and delivered to the payment or prepayment Agent no later than 10:00 A.M. (New York City time) on the Extension Date, Revolving Credit Notes payable to the order of all amounts referred to each such Assuming Lender, if any, dated as of the Extension Date and substantially in clauses (i), the form of Exhibit A-1 hereto; or
(ii) and (iii) subject to the giving of the immediately preceding sentence, each notice to such Non-Consenting Lender at least four days prior to the Extension Date, pay, prepay or Assuming Lendercause to be prepaid, on and effective as of the Extension Date, will be substituted for all principal of, and interest accrued to the date of such payment on, Advances and all other amounts owing to such Non-Consenting Lender hereunder (including, but not limited to, any increased costs or other additional amounts owing under this Agreement Section 2.10 and shall be a Lender any indemnification for all purposes Taxes under Section 2.13) and terminate in whole any Non-Consenting Lender's Commitment, notwithstanding the provisions of this AgreementSection 2.05; and, without any further acknowledgment by upon such payment or the consent of the other Lendersprepayment, and the obligations of each such Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05 shall survive such release and discharge as to matters occurring prior to the Extension Date.
(dc) If In the event that, on or prior to the then applicable Extension Date, all of the Non-Consenting Lenders (after giving effect to any assignments shall have been superseded by Consenting Lenders or Assuming Lenders or shall have had their Commitments terminated pursuant to subsection (bb)(i) of this Section 2.20or (b)(ii) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereofabove, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20above, each Non-Consenting Lender shall have no further Commitment hereunder, and all references in this Agreement, and in the Noteseach Assuming Lender, if any, shall thereafter be substituted as a party to this Agreement and be a Lender for the purposes of this Agreement, without any further acknowledgment by or the consent of the Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit Notes to the "Termination Date" shall, with respect to each Consenting Lender respective Assuming Lenders requesting such Notes and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
(d) In the event that (x) as to a Non-Consenting Lender, neither procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a timely basis or (y) the Company shall, by written notice to the Agent at least four days prior to the Extension Date, withdraw its request for the extension of the Termination Date then in effect, such request by the Company shall be deemed not to have been made, all actions theretofore taken under subsection (b)(i) or (b)(ii) above shall be deemed to be of no effect, the Agent shall return any Revolving Credit Notes received from any Non-Consenting Lender to such Non-Consenting Lender and all the rights and obligations of the parties shall continue as if no such request had been made.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Honeywell International Inc)
Extension of Termination Date. (a) At least Not later than the date 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Dateapplicable Termination Date then in effect, the Borrower, by written notice Company may deliver to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in Agent a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request notice requesting that the Termination Date Commitments and Term Loans be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor to such date as the Company may specify in a timely manner prior to such notice (the next succeeding Anniversary “Extended Termination Date. The ”), and the Administrative Agent shall promptly notify each Lender forward such notice to the Lenders. Within 10 days after its receipt of any such requestnotice, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as of its willingness or unwillingness so to whether such extend all of its Commitment(s) and Term Loans. Any Lender will consent to such extension. If any Lender which shall fail so to notify the Administrative Agent and the Borrower in writing of its consent to any within such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender period shall be deemed to be a Non-Consenting Lender with respect have declined to such requestextend its Commitment and Term Loans. The Administrative Agent shall notify In the Borrower not later than 25 days prior event that Lenders having Commitments and outstanding Term Loans equal to such next Anniversary Date 35% or more of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect aggregate Commitments and Term Loans outstanding at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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, willing to extend their respective Commitments and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension DateTerm Loans, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or Company and each Lender and the applicable Termination Date for each consenting Lender (including consenting Canadian Lenders) shall without further action be extended to the Extended Termination Date. In the event that with any Lender shall be unwilling to extend its Commitment(s) and Term Loans, the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred Commitment(s) and be continuing as Term Loans of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall Lender will not be extended for and the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the applicable Termination Date as so extendedto that Lender shall remain unchanged. Promptly following each Extension DateThe scheduled amortization payments of principal of any extended Term Loans occurring after the original applicable Termination Date shall be determined by the Term Loan Lenders that have agreed to such extension and the Company. The Company may replace any Lender that has not agreed to extend its Commitments and Term Loans with an Assuming Lender pursuant to Section 2.04(c). Notwithstanding the terms of Section 10.01, the Company and the Administrative Agent shall notify be entitled (with the Lenders (including, without limitation, each Assuming Lender) consent of the extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Administrative Agent and the Company believe are necessary to appropriately reflect any extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect pursuant to each such Consenting Lender and each such Assuming Lenderthis Section 2.04(b).
Appears in 1 contract
Sources: Credit Agreement (Olin Corp)
Extension of Termination Date. (a) At The Borrower shall have the right, exercisable two times, to extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 45 30 days but ----------------------------- not more than 75 90 days prior to the next Anniversary current Termination Date, the Borrower, by a written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for such extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request(an “Extension Request”). The Administrative Agent shall notify the Borrower not later than 25 days prior Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to such next Anniversary Date satisfaction of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20following conditions, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), shall be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, or event that with six-months effective upon receipt by the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all Administrative Agent of the Lenders consent Extension Request and payment of the fee referred to in writing to any such request in accordance with subsection the following clause (aiii): (x) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 immediately prior to such date. It is understood extension and agreed that immediately after giving effect thereto, (A) no Lender Default or Event of Default shall have any obligation whatsoever to agree to any request exist and (B) the representations and warranties made or deemed made by the Borrower for and each other Loan Party in the Loan Documents to which any requested extension of them is a party, shall be true and correct in all material respects (except in the Termination Date.
(c) If less than all case of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to a representation or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000qualified by materiality, in which case such Assuming Lender representation or warranty shall assume be true and correct in all respects) on and as of the date of such lesser amount; extension with the same force and provided further that:
effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (iin which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) any on and as of such Consenting Lender or Assuming Lender earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (y) the Borrower shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities Fees payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 3.5.(e). At any time prior to the date effectiveness of substitution. At least three Business Days prior to any Extension Datesuch extension, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and upon the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting LenderAgent’s request, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Agent any Note a certificate from the chief executive officer or Notes held by such Non- Consenting Lender. Upon chief financial officer certifying the payment or prepayment of all amounts matters referred to in the immediately preceding sub-clauses (i), (iix)(A) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedx)(B).
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 60 days prior to any anniversary of the next Anniversary Restatement Date, the BorrowerCompany, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Dateanniversary date, notify the Borrower Company and the Administrative Agent in writing as to whether such Lender ▇▇▇▇▇▇ will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower Company in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Datesuch anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to such next Anniversary Date anniversary date of the decision of the Lenders regarding the Borrower's Company’s request for an extension of the Termination Date.
(ba) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at such next Anniversary Date the applicable anniversary date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereofyear. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at the applicable Extension DateDate and subject to subsection (d) of this Section 2.16, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the BorrowerCompany, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.112.18, 2.148.3, 8.04 8.4 and 8.0810.3, and its obligations under Section 7.057.6, 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 Company for any requested extension of the Termination Date.
(cb) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Borrower Administrative Agent shall promptly so notify the Company. The Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 US$10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,000US$10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) 10.6 for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.112.18, 2.14, 8.04 8.3 and 8.088.4, and its obligations under Section 7.057.6, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such 52 Assuming Lender, if any, shall have delivered to the Borrower Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(dc) If all of the Lenders (after giving effect to any assignments or assumptions pursuant to subsection (bc) of this Section 2.202.16) Lenders having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the BorrowerCompany, and, so long as no Event subject to the satisfaction 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 conditions set forth in Section 3.3 (a) and be continuing as of such Extension Date, or shall occur as a consequence thereof(b), the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: 5 Year Credit Agreement (Marsh & McLennan Companies, Inc.)
Extension of Termination Date. (a) At least 45 days but ----------------------------- The Company may request, in a notice (an “Extension Request”; the date of delivery thereof to the Administrative Agent being the “Extension Request Date”) given as herein provided to the Administrative Agent and each of the Banks not more than 75 60 days prior to any anniversary of the next Anniversary Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its a period of one year each with respect to up to the Aggregate Commitments then scheduled expiration by making in effect (the “Extended Commitment Amount”), which notice shall specify that the requested extension with respect to the Extended Commitment Amount is to be effective (the “Extension Effective Date”) on the respective anniversary of the Closing Date immediately following the Extension Request Date, and that the new Termination Date to be in effect following such extension (the “Requested Termination Date”; provided that if such day is not a request therefor Eurocurrency Business Day, the Requested Termination Date shall be the immediately preceding Eurocurrency Business Day) is to be the date one year after the then current Termination Date; and provided further that no such extension shall be permitted if (i) a Default has occurred and is continuing on the Extension Request Date or the Extension Effective Date or (ii) the representations and warranties contained in a timely manner this Agreement, are not true and correct in all material respects on and as of the Extension Request Date and the Extension Effective Date (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects). Each Bank shall, not less than 25 days prior to the next succeeding Anniversary Extension Effective Date. The , notify the Company and the Administrative Agent shall promptly notify each Lender Agent, of such request, and each Lender shall in turnits election, in its sole discretion, to extend or not later than 30 to extend the Termination Date with respect to its pro rata share of the Extended Commitment Amount (based on such Bank’s Commitment as a percentage of the Aggregate Commitments immediately prior to the Extension Effective Date). If on the date 25 days prior to such next Anniversary Datethe Extension Effective Date the Majority Banks elect to extend the Termination Date with respect to their pro rata share of the Extended Commitment Amount, then, subject to the provisions of this Section 2.19, the Termination Date shall be extended for one year. Any Bank which shall not notify the Borrower Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent election to any such request for extension of extend the Termination Date at least 30 on or prior to the date 25 days prior to the next Anniversary Date, such Lender Extension Effective Date shall be deemed to be a Non-Consenting Lender have elected not to extend the Termination Date with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date its pro rata share of the decision of the Lenders regarding the Borrower's request for an extension of the Termination DateExtended Commitment Amount.
(b) If all Provided that the Majority Banks shall have elected to extend their pro rata share of the Lenders consent Extended Commitment Amount as provided in writing this Section 2.19, if any Bank shall timely notify the Company and the Administrative Agent pursuant to any such request in accordance with subsection paragraph (a) of this Section 2.20, 2.19 of its election not to extend its pro rata share of the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 continuingExtended Commitment Amount, or shall occur as a consequence thereof. If less than all be deemed to have elected not to extend its pro rata share of the Lenders consent in writing to Extended Commitment Amount (any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each Bank being called a "Consenting Lender") but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"Extending Bank”). To , then the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 Company may, on or prior to the applicable Extension Effective Date, replace, in whole or in part, the Commitments of the Non-Extending Banks with additional or new Commitments of the remaining Banks (the “Continuing Banks”) or new Banks (each such Bank, and each new Bank that agrees to participate in a Commitment Increase, the “Additional Banks”) with the consent of such Continuing Banks or Additional Banks. Each Additional Bank shall execute and deliver an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which such Additional Bank shall become a party to this Agreement.
(c) If the Majority Banks shall have elected to extend their pro rata share of the Extended Commitment Amount as provided in this Section 2.19, then (i) the Commitments of the Continuing Banks and any Additional Banks equal to their pro rata share of the Extended Commitment Amount as provided in this Section 2.19 shall continue until the Requested Termination Date specified in the notice from the Company, and as to such Banks the term “Termination Date”, as used herein, shall mean such Requested Termination Date; (ii) the Commitment of any Non-Extending Bank shall continue until such time as the Commitment of such Non-Consenting Lender Extending Bank shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by have been assigned to Continuing Banks and/or Additional Banks and, to the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05extent not so assigned, shall survive continue until the Termination Date for such Lender as to matters occurring in effect 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid giving effect to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting LenderExtension Request; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of from and after the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Effective Date, the Administrative Agent term “Banks” shall so notify be deemed to include the Borrower, and, so long as no Event of Default, Additional Banks and (except with respect to Section 2.19 to the extent the rights under such Section arise on 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 shall occur as a consequence thereof, before the Termination Date then in effect shall be extended for respect of Non-Extending Banks) to exclude the additional oneNon-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming LenderExtending Banks.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting an “Extending Lender"”) but shall not be extended as to any other Lender (each a "Non-Consenting “Declining Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date; provided that such Non- Consenting Declining Lender's ’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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment as of the applicable Extension Date being an “Assuming Lenders Lender”) to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's ’s Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's ’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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the Borrower and the Administrative Agent, (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Declining Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. (a) At least 45 30 days prior to any date so designated by the Borrower as an “Extension Date” (but ----------------------------- not more than 75 days prior to the next Anniversary Datetwice), the Borrower, by written notice to the Administrative Paying Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request provided that the Termination Date as so extended shall at no time be extended for two consecutive calendar later than five years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Dateafter any date of determination. The Administrative Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 at least 20 days prior to such next Anniversary Extension Date, notify the Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Paying Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Paying Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary the pending Extension Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects (except for those representations and warranties that are already qualified by materially or Material Adverse Effect, which will not further be qualified by materiality) on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.088.03, and its obligations under Section 7.05Sections 7.05 and 8.07, 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 Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date and each Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19(c), being an “Assuming Lenders Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility Commitment Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a8.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.088.03, and its obligations under Section 7.05Sections 7.05 and 8.07, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Paying Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17 shall have delivered to the Administrative Paying Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding a majority in interest of the Lenders aggregate Commitments (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Paying Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Paying 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 Consenting Lender and each such Assuming Lender.
(e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.
Appears in 1 contract
Sources: Credit Agreement (Kroger Co)
Extension of Termination Date. (a) At least 45 On or before the date ----------------------------------- which is 60 days (but ----------------------------- not no more than 75 days 90 days) prior to the next Anniversary then-existing Termination Date, the Borrower, by written notice Borrower may make a request to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent (which shall promptly notify each Lender of its receipt of such request) on behalf of the Lenders for an extension of the then-existing Termination Date to the date 364 days after the then-existing Termination Date.
(b) In the case of each requested extension, and each Lender shall promptly (and in turn, in its sole discretion, not no case later than 30 the date (the "Decision Date") 45 days prior ------------- to such next Anniversary the then-existing Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to ) notify the Administrative Agent and the Borrower as to whether or not in writing of such Lender's sole discretion such Lender consents to such extension; provided, that each Lender shall be permitted to revoke its consent -------- at any time on or prior to any such request for extension of the Termination Date at least date 30 days prior to the next Anniversary then-existing Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior on the Business Day immediately following such Decision Date as to which Lenders shall have consented to such next Anniversary request and which Lenders shall not have consented to such request. In the event that any Lender does not consent to such request, the Borrower shall be permitted to replace such Lender with a replacement bank or other financial institution effective on the then-existing Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the pursuant to subsection 2.20. The then-existing Termination Date.
Date shall be extended only if (bi) If all of the Lenders consent in writing to any such request consent, (ii) all non-consenting Lenders have been replaced by the replacement banks or other financial institutions in accordance with subsection 2.20 such that the aggregate amount of Commitments is not reduced or (aiii) of this Section 2.20, in the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 Defaultnot all non-consenting Lenders have been replaced, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the Borrower notifies the Administrative Agent that it wishes to extend the then-existing Termination Date notwithstanding the reduced amount of aggregate principal amount of, Commitments and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing each consenting Lender and each replacement bank or other financial institution in its sole discretion consents to such Non-Consenting Lender as of the effective date extension after receiving notice of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the reduced amount of its Commitment and (C) each Non- Consenting Lender being replaced aggregate Commitments. In the event that the then-existing Termination Date is extended pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and clause (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of on the Extension Date, will be substituted for such Nonthen-Consenting Lender under this Agreement and existing Termination Date the Borrower 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect pay to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional onebenefit of each non-year period consenting Lender that is not replaced with a replacement bank or two- year periodother financial institution, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, amounts due with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming non- consenting Lender.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Virginia Electric & Power Co)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next any Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its the then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 15 days prior to after the date of such next Anniversary Dateextension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 within 15 days prior to after the next Anniversary Datedate of such extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar 41 37 year or two calendar years, as properly requestedfrom the then scheduled Termination Date; provided that on each 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 shall occur as a consequence thereof. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.088.09, 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 Termination Date.
(c) If less than all Lenders holding at least 51% of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower may arrange for one or more Consenting Lenders or or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender's Commitment, other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) being an "Assuming Lenders Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender's Commitment, it shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non-Consenting Lender's Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:: 42 38
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.088.09, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and Commitment, (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender and (D) the Borrower shall have delivered to the Administrative Agent a new A Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.)
Appears in 1 contract
Sources: Revolving Credit Agreement (Corn Products International Inc)
Extension of Termination Date. (a) At So long as no Event of Default shall have occurred and be continuing and the Termination Date shall not have occurred, then at least 45 30 days but ----------------------------- not more than 75 60 days prior to each of the next first and second anniversaries of the date hereof (each, an “Anniversary Date”), the BorrowerBorrower may request that the Lenders, by written notice to the Administrative AgentAgent (in substantially the form attached hereto as Exhibit E) with a copy to the Arrangers, may request an consent to a one-year extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Each Lender of such request, and each Lender shall in turnshall, in its sole discretion, not later than 30 days prior determine whether to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender request and shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date determination at least 30 20 days prior to the next applicable Anniversary Date, . The failure to respond by any Lender within such Lender time period shall be deemed to be a Non-Consenting Lender with respect to denial of such request. The Administrative Agent shall notify deliver a notice to the Borrower not later than 25 and the Lenders at least 15 days prior to such next Anniversary Date of the decision identity of the Lenders regarding that have consented to such extension and the Borrower's request for an extension Lenders that have declined such consent (the “Declining Lenders”). If Lenders holding in the aggregate 50% or less of the Commitments have consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then current Termination Date (the “Current Termination Date”).
(b) If all Lenders holding in the aggregate more than 50% of the Lenders consent Commitments have consented to the requested extension, subject to the conditions set forth in writing to any such request in accordance with subsection (a) of this Section 2.202.15(c), the Termination Date shall be extended as to such consenting Lenders only (and not as to any Declining Lender) for a period of one year following the Current Termination Date. Unless assigned to another Lender as set forth below, the commitments of the Declining Lenders shall terminate on such Current Termination Date, all Advances of and other amounts payable to such Declining Lenders shall be repaid to them on such Current Termination Date, and such Declining Lenders shall have no further liability with respect to Letters of Credit as of such Current Termination Date. The Borrower shall have the right at any time on or before the applicable Anniversary Date to replace each Declining Lender with, and add as “Lenders” under this Agreement in effect at place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.07(g), each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which each such time Additional Commitment Lender shall, effective as at of such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Defaultassume a Commitment (and, 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to if any such request Additional Commitment Lender is already a Lender, its Commitment shall be in accordance addition to such Lender’s Commitment hereunder on such date) and accept as such Additional Lender’s Termination Date with subsection (a) of this Section 2.20, respect to the Commitment so assumed the latest date to which the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be has been extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date2.15.
(c) If less than all Any extension of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced Termination Date pursuant to this Section 2.20 2.15 shall become effective upon the applicable Anniversary Date if the Borrower shall have delivered to the Administrative Agent and each Lender, on or prior to such Anniversary Date, (i) opinions of counsel to the Borrower substantially in the forms of Exhibits C-3 and C-4 attached hereto upon which each Lender, each Issuing Bank and the Administrative Agent may rely, together with any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts governmental order referred to in clauses (i), therein attached thereto and (ii) a certificate of a duly authorized officer of the Borrower (the statements contained in which shall be true) to the effect that (x) the representations and warranties contained in Section 4.01 are correct on and as of such Anniversary Date before and after giving effect to the extension of the Termination Date, as though made on and as of such Anniversary Date, and (iiiy) no event has occurred and is continuing, or would result from such extension of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Termination Date, will that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreementgiven or time elapse, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedboth.
(d) If all Upon the extension of the Lenders (after giving effect to any assignments pursuant to subsection (b) of Termination Date in accordance with this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date2.15, the Administrative Agent shall so notify deliver to each Lender and Issuing Bank a revised Schedule I setting forth the BorrowerCommitment of each Lender and Issuing Bank after giving effect to such extension, and, so long as no Event of Default, or event that with and such Schedule I shall replace 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 shall occur as a consequence thereof, the Termination Date then Schedule I in effect shall be extended for before the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination applicable Anniversary Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- The Seller may advise the Administrator and each Purchaser Agent in writing of its desire to extend the then current Facility Termination Date; provided such request is made not more than 75 120 days prior to the next Anniversary Dateto, and not less than 90 days prior to, the Borrower, by written notice to then current Facility Termination Date. In the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request event that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller in writing (it being understood that the Purchasers may accept or decline such a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of their sole discretion and on such request, and each Lender shall in turn, in its sole discretion, terms as they may elect) not later less than 30 days prior to such next Anniversary Date, notify the Borrower then current Facility Termination Date and the Administrative Agent in writing Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Purchasers may deem reasonably necessary or appropriate to whether such Lender will consent to reflect such extension. If any Lender shall fail to notify , and all reasonable costs and expenses incurred by the Administrative Agent Purchasers, the Administrator and the Borrower Purchaser Agents in writing of its consent to connection therewith (including reasonable Attorneys’ Costs) shall be paid by the Seller. In the event any such Purchaser declines the request for extension of such extension, (a) the Termination Date at least 30 days prior to the next Anniversary Date, such Lender Purchase Limit shall be deemed to be a Non-Consenting Lender reduced ratably with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior Purchasers in each Purchaser Group by an amount equal to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection Exiting Purchaser and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted and (cb) of this Section 2.20 on such Purchaser (or prior to the applicable Extension Date, Purchaser Agent on its behalf) shall so notify the Commitment Administrator and the Administrator shall so notify the Seller of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lenderdetermination; provided, however, that the amount failure 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 Administrator to notify the amount Seller of the Commitment of determination to decline such Non- Consenting Lender is less than $25,000,000extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 anywriting, of such Non-Consenting Lender plus their agreement to accept the requested extension. Each Purchaser Agent agrees to give the Seller and Servicer 60 days’ prior written notice (Ban “Exiting Notice”) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of if the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) then current Facility Termination Date will not be extended with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) Purchaser for such assignment shall have been paid; provided further that such Non-Consenting 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 which it acts as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Purchaser Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next any Anniversary Date, the Borrower, by written notice to the Administrative Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expirationdate; provided, however, that, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration date by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Designated Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Designated Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Designated Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall would occur as a consequence thereof. If less 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 condition set forth in the proviso above, the Termination Date in effect at such time shall, effective as at of the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting each, an “Extending Lender"”) but shall not be extended as to any other Lender (each each, a "Non-Consenting “Declining Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date (and on such unextended Termination 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 Non- Consenting Declining Lender's ’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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees as Assuming Lenders that will agree to the extension of the Termination Date to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's ’s Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's ’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 any the applicable Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Designated Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the Borrower and the Administrative Agent, Designated Agent and (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Designated Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Commitment. Each Declining Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Designated Agent on or before the applicable Extension Date any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentenceabove, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Designated Agent shall so notify the Borrower, and, so long as 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 shall would occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. The Termination Date may be extended, in the manner and subject to the conditions set forth in this Section 2.6, at the option of the Borrower for an additional period of 364 days. The Borrower may exercise such option to extend the Termination Date if and only if (ai) At least 45 days but ----------------------------- the NUI Utilities Credit Agreement is at the same time extended in accordance with the terms thereof (or refinanced on terms reasonably acceptable to the Required Lenders), (ii) the maturity of the Medium Term Notes has been extended to a date no earlier than June 30, 2006 (without any scheduled amortization thereof prior to such date) (either by amendment or refinancing thereof, on terms reasonably acceptable to the Agent, it being understood that a refinancing thereof through the incurrence of Delayed Draw Term Loans is reasonably acceptable to the Agent), (iii) Borrower shall deposit into the Interest Reserve Account an amount sufficient to cause the amount then on deposit to be equal to interest to accrue on the then outstanding principal amount of the Loans hereunder to the Termination Date as extended (based upon an assumed interest rate which, in the reasonable judgment of the Agent, approximates the average projected interest rate with respect to the Loans hereunder) and (iv) no Event of Default and no Potential Default has occurred and is continuing. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Agent not less than 10 nor more than 75 90 days prior to the next Anniversary Date, original Termination Date (and the Borrower, by written Agent shall thereafter deliver a copy of such notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary DateLenders). The Administrative Agent shall promptly notify each Lender Delivery of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender notice shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify representation and warranty by the Borrower not later than 25 days prior to such next Anniversary Date as of the decision date of such notice that (i) the conditions to exercising such extension have been satisfied and (ii) the representations and warranties of the Lenders regarding Borrower set forth in Article III hereof shall be correct in all material respects. Upon the Borrower's request for an extension of Agent receiving such written notice, and provided that the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20conditions have been met, the Termination Date in effect at such time shallshall be extended, effective as at such next Anniversary Date (on the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if anyreceipt, to the "Termination Date" shallNovember 21, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender2005.
Appears in 1 contract
Sources: Credit Agreement (Nui Corp /Nj/)
Extension of Termination Date. (a) At least 45 60 days but ----------------------------- not more than 75 90 days prior to any Anniversary Date but in any event not more than twice prior to the next Anniversary DateTermination Date in effect on the date hereof, the BorrowerCompany, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its the Agreement’s then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, within 15 days of such notice but not later than 30 45 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to to, or refusal of, any such request for extension of the Termination Date at least 30 45 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower Company not later than 25 40 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's Company’s request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17 and upon fulfillment of the applicable conditions set forth in Article III, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereofyear. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.17, the Termination Date in effect at such time shall, upon fulfillment of the applicable conditions set forth in Article III, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each each, a "“Consenting Lender"”) but shall not be extended as to any other Lender (each each, a "“Non-Consenting Lender"”); provided that at least a majority in interest of the aggregate Commitments at such time (after giving effect to any assumptions of the Commitments of Non-Consenting Lenders in accordance with subsection (c) of this Section 2.17) consent in writing to any such request for extension of the Termination Date. To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the BorrowerCompany, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.112.10, 2.14, 8.04 2.13 and 8.089.04, and its obligations under Section 7.058.05, 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 Termination Extension Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.17, the Borrower Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's ’s Commitment and all of the rights and obligations of such Non-Consenting Lender under this Agreement thereafter arisingarising (each Eligible Assignee assuming the Commitment of one or more Non-Consenting Lenders pursuant to this Section 2.17, or becoming a party to this Agreement in accordance with Section 2.19, being an “Assuming Lender”), without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment such assumption on, the outstanding Advances, if any, of such Non-Consenting Lender plus Lender;
(Bii) any accrued but and unpaid facility fees Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lenderassumption, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, under this Agreement and the Notes as of the effective date of such assignment assumption, shall have been paid to such Non- Non-Consenting Lender by the Borrower or such Consenting Lender or Assuming Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower Company and the Administrative Agent, (B) any each such Consenting Lender Lender, if any, shall have delivered written confirmation in writing satisfactory to the Borrower Company and the Administrative Agent as to the any increase in the amount of its Commitment resulting from its assumption of one or more Commitments of the Non-Consenting Lenders and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.17(c) shall have delivered to the Administrative Agent Agent, to be held in escrow on behalf of such Non-Consenting Lender until the payment in full of all amounts owing to such Non-Consenting Lender under clauses (i) and (ii) of this Section 2.17(c), any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and through (iii) of the immediately preceding sentencethis Section 2.17(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such the applicable Non-Consenting Lender Lender(s) under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all a majority in interest of the Lenders (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.17) consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such an Extension Date, the Administrative Agent shall so notify the BorrowerCompany, and, so long as no Event upon fulfillment 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 shall occur as a consequence thereofapplicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the an additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.17, and all references in this Agreement, Agreement and in the Notes, if any, Notes to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
(e) Within ten Business Days after each Extension Date, each Borrower shall, at its own expense, execute and deliver to the Administrative Agent Notes payable to the order of each Consenting Lender that has requested a Note in accordance with Section 2.20 (in the case of each such Consenting Lender, in exchange for the Note surrendered by such Consenting Lender to the Administrative Agent), if any, and each Assuming Lender, if any, in each case dated such Extension Date and in substantially the form of Exhibit A hereto and in an amount equal to the Commitment of such Consenting Lender or Assuming Lender, as the case may be, after giving effect to such extension of the Termination Date. The Administrative Agent, upon receipt of such Notes, shall promptly deliver such Notes to the respective Consenting Lenders and Assuming Lenders.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension DateEXTENSION DATE"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a an "Consenting LenderEXTENDING LENDER") but shall not be extended as to any other Lender (each a "Non-Consenting LenderDECLINING LENDER"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date unless assumed pursuant to Section 2.20(c); provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Declining Lender's Commitment as Assuming Lenders of the applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreementassumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the Borrower and the Administrative Agent, (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Declining Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expirationdate; provided, however, that, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration date by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Designated Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Designated Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Designated Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting each, an “Extending Lender"”) but shall not be extended as to any other Lender (each each, a "Non-Consenting “Declining Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date; provided that such Non- Consenting Declining Lender's ’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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's ’s Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's ’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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative 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 Non- Consenting Declining Lender, the Borrower and the Administrative Designated Agent, (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Designated Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Declining Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Designated Agent on or before such date any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Designated Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerThe Borrower may, by written notice to the Administrative AgentAgent (who shall promptly notify the Lenders) not earlier than 90 Business Days and not later than 60 Business Days prior to each anniversary of the Closing Date, may request an extension of that each Lender extend the Termination Date in effect at such time by one calendar for an additional year from its then scheduled expiration; provided, however, that(or, if such request is made during such period immediately preceding the Borrower does not request second anniversary of the Closing Date, for an extension of additional two years) from the Termination Date then in a timely manner prior effect hereunder (the “Existing Termination Date”). Any anniversary of the Closing Date with respect to which any Anniversary Date it may, but shall not be obligated to, such request that is made is referred to herein as the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding “Relevant Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn”.
(b) Each Lender, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and shall advise the Administrative Agent in writing as to whether or not such Lender will consent agrees to such extension. If any a Lender agrees to such extension (an “Extending Lender”), it shall fail notify the Administrative Agent, in writing, of its decision to do so no later than 15 Business Days prior to the Relevant Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Administrative Agent promptly after making such determination and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the next Anniversary Date, Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requestedExtending Lender; provided that on each Extension Dateany Non-Extending Lender may, no Event of Default, or event that with the giving consent of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Swingline Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Issuing Lenders and the Administrative Agent an Assumption Agreement, duly executed by (such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and consent of the Administrative Agent as not to the increase in the amount of its Commitment and (C) each Non- Consenting be unreasonably withheld, conditioned or delayed), subsequently become an Extending Lender being replaced pursuant to this Section 2.20 shall have delivered by notice to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedBorrower.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (M I Homes Inc)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 15 days prior to after the date of such next Anniversary Dateextension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 within 15 days prior to after the next Anniversary Datedate of such extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 10 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing, or shall occur as a consequence thereofbeen satisfied. If Lenders holding more than 50% of the Commitments, but less than all of the Lenders Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.13 and 8.088.04, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees Persons as Assuming Lenders (x) to assume, effective as of the Extension DateDate or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Persons and the Administrative Agent, any Non-Consenting Lender's ’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderLender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 owing to such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.13 and 8.088.04, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding more than 50% of the Lenders Commitments (after before giving effect to any assignments pursuant to subsection (bc) of this Section 2.202.16) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, any Notes to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. If no Default or Potential Default exists, Borrower may request one-year extensions of the then-existing Termination Date by making such request in writing (aan "EXTENSION REQUEST") At least 45 days but ----------------------------- not more than 75 to Administrative Agent between seventy-five (75) and ninety (90) days prior to the next Anniversary Date, the Borrower, by written notice date that is one (1) year prior to the Administrative Agent, may request an extension of the then-existing Termination Date. The then-existing Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The one (1) year only if (i) Administrative Agent shall promptly notify each Lender of such request, and each Lender shall consent in turn, in its sole discretion, not later than 30 days prior writing to such next Anniversary Dateextension within thirty (30) days following the receipt of the Extension Request, notify the and (ii) Borrower and the pays to Administrative Agent the extension fee set forth in writing as SECTION 4.4. The failure to whether such Lender will consent to such extension. If respond by Administrative Agent or any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender an Extension Request shall be deemed to be a Non-Consenting Lender with respect denial of such consent by such Person. If Lenders having a Pro Rata Part of at least eighty percent (80%) consent to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to extension (such next Anniversary Date of the decision of Lenders being "CONSENTING LENDERS" and the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20not consenting being "NON-CONSENTING LENDERS"), then the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those the Consenting Lenders provided that so consented Borrower on or before the then-current Termination Date either (each a "Consenting Lender"a) but shall not be extended as pays to any other Lender (each a "the Non-Consenting Lender"). To Lenders the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid Principal Debt owing to such Non-Consenting Lender (A) the aggregate principal amount ofLenders, together with all interest and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as Lenders, in which case the Commitments of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting LenderLenders shall be terminated, and all other accrued and unpaid amounts owing to such or (b) effects an assignment from the Non-Consenting Lenders to a new Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced or Lenders pursuant to this Section 2.20 SECTION 13.10 who shall have delivered consent to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming LenderDate.
Appears in 1 contract
Sources: Credit Agreement (Prologis Trust)
Extension of Termination Date. (a) At least 45 days 90 but ----------------------------- not more than 75 120 days prior before each of November 20, 1998 and November 20, 1999, the Borrower may, by delivering a written request to the next Anniversary DateAgent (each such request being irrevocable), the Borrower, by written notice to the Administrative Agent, may request an extension of that each Lender extend for one year the Termination Date in effect at with respect to such time by one calendar year Lender's Commitment. The Agent shall, upon its receipt of such a request, promptly notify each Lender thereof, and request that each Lender promptly advise the Agent of its approval or rejection of such request.
(b) Upon receipt of such notification from its then scheduled expiration; providedthe Agent, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, each Lender may (but shall not be obligated required to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn), in its sole and absolute discretion, not agree to extend the Termination Date with respect to its Commitment for a period of one year, and shall (should it determine to do so), no later than 30 60 days prior to following its receipt of such next Anniversary Datenotification, notify the Borrower and the Administrative Agent in writing as to whether of its approval concerning such Lender will consent to such extensionrequest. If any Lender shall fail to not so notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary DateAgent, such Lender shall be deemed not to be a Non-Consenting Lender with respect have consented to such request. The Administrative Agent shall thereupon notify the Borrower not later than 25 days prior as to the Lenders, if any, that have consented to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Daterequest.
(bc) If all of the Lenders consent in writing agree to any such request in accordance with subsection (a) of this Section 2.20extend the Termination Date, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), Commitments shall be extended for a period of one calendar year or two calendar yearsyear, as properly requested; provided that commencing on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Nonthen-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount Commitments shall be so extended notwithstanding the existence of one or more Lenders (the "Nonextending Lenders") which have elected not to extend (or failed to notify the Agent of its consent to extend) their 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
if (i) any such Consenting Lender Nonextending Lender(s) have been replaced in the full amount of its (or Assuming Lender shall have paid their) Commitment(s) pursuant to such Non-Consenting Lender (ASection 8.07(g) 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements no Event of Default or Unmatured Default shall then have occurred and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting be continuing. If a Nonextending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being is not so replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i8.07(g), (ii) and (iii) the Commitments of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, shall automatically terminate on the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional onethen-year period or two- year period, as the case may be, 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 Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Ies Utilities Inc)
Extension of Termination Date. (a) At least 45 60 days but ----------------------------- not more than 75 90 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 45 days nor later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least prior to 30 days prior to the next such Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 30 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requestedyear; provided that on each 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, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing, or shall occur as a consequence thereofbeen satisfied. If Lenders holding more than 50% of the Commitments, but less than all of the Lenders Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.202.15, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.15 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.15 on or prior to the applicable Extension Date, the Commitment of such Non-Non- Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.12 and 8.088.04, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.15, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees Persons as Assuming Lenders (x) to assume, effective as of the Extension DateDate or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Persons and the Administrative Agent, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderLender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 owing to such Non-Consenting Lender plus (B) any accrued but unpaid facility commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.112.10, 2.14, 8.04 2.12 and 8.088.04, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding more than 50% of the Lenders Commitments (after before giving effect to any assignments pursuant to subsection (bc) of this Section 2.202.15) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions precedent set forth in Section 3.02 shall have occurred and be continuing been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.15, and all references in this Agreement, and in the Notes, if any, any Notes to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- Master Borrower may, at its option, by delivering to the Administrative Agent an Extension Request, request the Lenders to extend the Termination Date provided that the request cannot be more than 75 90 days and not less than 60 days prior to any anniversary of the next Closing Date (the “Anniversary Date”). Master Borrower may make an Extension Request in respect of the Credit Facilities from each Lender which has not previously refused (or been deemed to have refused) to extend the Termination Date pursuant to any prior Extension Request (each, a “Requested Lender”) to a specified Business Day provided that such date is no later than three (3) years from the Borrower, effectiveness of such extension (such requested date being the “New Date”) by written notice delivering to the Administrative Agent, may request Agent an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Dateexecuted Extension Request. The Administrative Agent shall promptly forthwith, and in any event within two (2) Business Days, notify each Requested Lender of such request, and each request by Master Borrower (the date on which such notice is given being the “Notification Date”). Each Requested Lender shall in turn, in its sole discretion, advise the Administrative Agent as to whether or not it agrees to such request not later than 30 days prior to such next Anniversary after the Notification Date, notify ; provided that in the Borrower and event any Requested Lender does not so advise the Administrative Agent in writing as to whether within such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Dateday period, such Requested Lender shall be deemed to be a Non-Consenting Lender with respect have elected not to agree to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
Within two (b2) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and of the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory having received from all Requested Lenders their respective decision or deemed decision with regard to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the an Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension DateRequest, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to unless the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.provisions of
Appears in 1 contract
Sources: Credit Agreement (Lithia Motors Inc)
Extension of Termination Date. (a) At So long as no Event of Default and no Prepayment Event has occurred and is continuing, the Borrower may, at least 45 days 30 but ----------------------------- not more than 75 60 days prior to each anniversary of the next Anniversary date hereof (the "Extension Notice Date, the Borrower"), by delivering a written notice request to the Administrative AgentAgent (such request being irrevocable), request that each Lender extend for one year the Termination Date with respect to such Lender's Commitment. The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower may exercise its right to request an extension of the Termination Date in effect at under this Section 2.18 once per year no more than five times.
(b) Upon receipt of such time by one calendar year notification from its then scheduled expiration; providedthe Administrative Agent, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, each Lender may (but shall not be obligated required to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn), in its sole and absolute discretion, not later agree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, and shall (should it determine to do so), no earlier than 30 days (but in any event no later than 20 days prior to the then-scheduled Termination Date) following its receipt of such next Anniversary Datenotification, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to such request. If any such request for extension of Lender shall not so notify the Termination Date at least 30 days prior to the next Anniversary DateAdministrative Agent, such Lender shall be deemed not to be a Non-Consenting Lender with respect have consented to such request. The Administrative Agent shall thereupon notify the Borrower not no later than 25 15 days prior to the then-scheduled Termination Date as to the Lenders, if any, that have consented to such next Anniversary Date request.
(c) If Lenders holding Commitments aggregating more than 50% of the decision Commitments then in effect agree to such request, the Commitment of each Lender that consents to such request shall be extended for a period of one year, commencing on the then- scheduled Termination Date; subject, however, to the condition precedent that, on or prior to the date of such extension, the Administrative Agent shall have received the following, each dated such date and in form and substance satisfactory to the Administrative Agent: (i) a certificate of a duly authorized officer of the Lenders regarding Borrower to the Borrower's request for an effect that as of the date of extension of the Termination Date (A) no event has occurred and is continuing, or would result from the extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no constitutes an Event of DefaultDefault or would, or event that with the giving of notice or passage the lapse of time time, or both would both, constitute an Event of Default, shall have occurred Default and be continuing, or shall occur (B) the representations and warranties contained in Section 4.01 are correct in all material respects on and as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) date of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date, before and after giving effect to such extension, as though made on and as of such date, (ii) certified copies of the resolutions of the Board of Directors of the Borrower authorizing such extension and the performance of this Agreement on and after the date of extension of the Termination Date, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date and (iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of any Lender electing not to extend (or failing to notify the Administrative Agent in writing of its consent to extend) the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to any extension by any other Lender).
(cd) If less than all In the event that any Lender (a "Nonconsenting Lender") shall not consent (or shall be deemed not to have consented) to an extension request of the Lenders consent to any such request Borrower made pursuant to subsection (a) of this Section 2.20above, the Borrower may arrange will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for one or more Consenting any Nonconsenting Lender (provided that the other Lenders or other Eligible Assignees as Assuming Lenders shall have the right to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse increase their Commitments ratably according to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of their Commitments relative to the Commitment of any such Assuming Lender as a result of such substitution shall in no event other Commitments that are to be less than $25,000,000 unless extended up to the amount of the Commitment of such Non- Consenting Nonconsenting Lender is less than $25,000,000before the Borrower shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) provided, however, that the parties to any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid not be required to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, pay the applicable processing and recordation fee required otherwise payable under Section 8.07(a) for such assignment shall have been paid; provided 8.07(a)(iv), and provided, further that such Non-Consenting Lender's rights under Sections 2.11Nonconsenting Lender shall, 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 effectiveness of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation assignment, be paid in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of full all amounts referred due to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedit hereunder.
(de) If all Upon the extension of the Lenders (after giving effect to any assignments pursuant to subsection (b) of Termination Date in accordance with this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date2.18, the Administrative Agent shall so notify deliver to each Lender a revised Schedule II setting forth the BorrowerCommitment of each Lender after giving effect to such extension, and, so long as no Event of Default, or event that with and such Schedule II shall replace 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 shall occur as a consequence thereof, the Termination Date then Schedule II in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of before the extension of the scheduled then applicable Termination Date in effect immediately prior thereto and Date.
(f) In the event that any Lender shall thereupon record in not have consented to a request made by the Register Borrower under this Section 2.18 to extend the relevant information Termination Date, then, on the date of any termination or reduction of the Commitment pursuant to this Section 2.18, the Borrower shall pay or prepay to such Lender the aggregate outstanding principal amount of all Advances of such Lender with respect to such termination or reduction of its Commitment, together with accrued interest to the date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such Lender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse each such Consenting Lender and each such Assuming Lenderin respect thereof pursuant to Section 8.04(b).
Appears in 1 contract
Extension of Termination Date. (a) At The Borrower may request that the Administrative Agent and the Lenders extend the current Termination Date by one year by executing and delivering to the Administrative Agent at least 45 90 days but ----------------------------- not more than 75 180 days prior to the next Anniversary current Termination Date, a written request for such extension in the Borrower, by written notice to the Administrative Agent, may request form of Exhibit M (an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date“Extension Request”). The Administrative Agent shall promptly notify forward to each Lender a copy of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior the Extension Request delivered to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as promptly upon receipt thereof. Subject to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension satisfaction of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20following conditions, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), shall be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, or event that with effective upon receipt by the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all Administrative Agent of the Lenders consent Extension Request and payment of the fee referred to in writing to any such request in accordance with subsection the following clause (ay): (x) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 immediately prior to such date. It is understood extension and agreed that immediately after giving effect thereto, (A) no Lender Default or Event of Default shall have any obligation whatsoever to agree to any request exist and (B) the representations and warranties made or deemed made by the Borrower for and each other Loan Party in the Loan Documents to which any requested extension of them is a party, shall be true and correct in all material respects (except to the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000extent otherwise qualified by materiality, in which case such Assuming Lender representation or warranty shall assume be true and correct in all respects) on and as of the date of such lesser amount; extension with the same force and provided further that:
effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (iin which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) any on and as of such Consenting Lender earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or Assuming Lender waived or consented to by Requisite Lenders in accordance with the provisions of Section 13.7. and (y) the Borrower shall have paid to such Non-Consenting Lender (A) the aggregate principal amount ofFees payable under Section 3.6.(f). Immediately prior to, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender or as of the effective date of such assignment;
(ii) all additional costs reimbursementsof, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lenderextension, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and upon the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting LenderAgent’s request, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Agent any Note a certificate from the chief executive officer or Notes held by such Non- Consenting Lender. Upon chief financial officer certifying the payment or prepayment of all amounts matters referred to in the immediately preceding clauses (i), (iix)(A) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will x)(B). The Termination Date may be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments extended only one time pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming LenderSection.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days The Company may, at any time after the first anniversary of the Effective Date (but ----------------------------- not more than 75 days prior to the next Anniversary Dateonce in any calendar year), the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time for an additional year by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior submitting to the next succeeding Anniversary DateAdministrative Agent an Extension Request. The Administrative Agent shall promptly notify furnish a copy of any Extension Request to each Lender. Each Lender of such request, and each Lender shall in turn, in its sole discretionshall, not later more than 30 45 days prior to such next Anniversary Dateafter its receipt of an Extension Request, notify the Borrower Company and the Administrative Agent of its election to extend or not extend the Termination Date as requested in writing as such Extension Request (it being understood that any Lender which fails to whether respond on a timely basis shall be deemed to have rejected such Lender will consent to Extension Request). If all Lenders approve an Extension Request on a timely basis, then the Termination Date shall be extended for an additional one year and the Administrative Agent shall promptly notify the Company and the Lenders of such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be all Lenders do not approve an Extension Request on a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Datetimely basis, the Administrative Agent shall so notify the Borrower, and, so long as no Event Company and the Lenders and the provisions of Default, or event that with SUBSECTION (b) shall apply.
(b) During the giving 60-day period following its receipt from the Administrative Agent of notice or passage of time or both would constitute that an Event of DefaultExtension Request has not been approved by all Lenders, shall have occurred the Company may, upon notice to the Administrative Agent and be continuing as of such Extension Date, or shall occur as a consequence thereof, any Lender which elected not to extend the Termination Date or failed to respond to such Extension Request (any such Lender, an "OBJECTING LENDER"), require such Objecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in SECTION 11.8), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED that (i) the Company shall have received the prior written consent of the Administrative Agent to each such assignment and delegation, which consent shall not be unreasonably withheld (and shall not be required if the Objecting Lender is the Administrative Agent), and (ii) such Objecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, 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) and the Company (in the case of all other amounts). If all Objecting Lenders are replaced as parties to this Agreement during the 60-day period referenced above, then in effect the Termination Date shall be extended for the an additional one-one year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, pursuant to the "Termination Date" shall, with respect to each Consenting Lender relevant Extension Request and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall promptly notify the Company and the Lenders (includingof such extension. If all Objecting Lenders are not so replaced, without limitation, each Assuming Lender) of the then no extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register be made pursuant to the relevant information with respect to each such Consenting Lender and each such Assuming LenderExtension Request.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- The Borrowers may, by notice given to the Agent (which shall promptly deliver a copy thereof to the Lenders) not more less than 75 sixty (60) days prior to the next Anniversary Datefirst, second or third anniversaries of the Borrower, by written notice to the Administrative Agent, may Effective Date request an extension of that the Termination Date for all Lenders be extended for one additional year; provided that the Borrowers may obtain only one such extension. Not later -------- than thirty (30) days after the Borrowers shall have made such request, each Lender, acting in its sole discretion, shall notify the Agent of its response to such request; provided that any Lender which fails to respond to any such request shall be -------- deemed to have denied such request. Such extension shall be effective as to each Lender agreeing to such extension when (i) each Borrower shall have delivered a certificate to the Agent to the effect that no Default or Event of Default shall have occurred and be continuing with respect to such Borrower either on the date of the notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Agent to the effect that each of the representations and warranties of such Obligor set forth herein or in any Credit Document shall be true and complete in all material respects on and as of each of the date of such notice and the last date for the Lenders' responses with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iii) Lenders having not less than 50% of the Commitments as in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent have agreed to such extension. If any Each Lender shall fail to notify the Administrative Agent and the Borrower in writing of make its consent to any such own independent decision upon a request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such and no Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of bound by the decision of any other Lender. The Agent shall give each Lender notice of the responses of all of the Lenders regarding within 45 days of receipt of such request from the Borrower's request for an Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b).
(b) If all the Borrowers shall have requested an extension of the Lenders consent in writing Termination Date pursuant to any such request in accordance with subsection paragraph (a) and Lenders having not less than 50% of this Section 2.20the Commitments shall agree to such extension pursuant thereto, the Borrowers shall have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date in effect at beyond such time shalldate with, effective as at such next Anniversary Date and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the "Extension Date"approval of the Agent (which approval shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a Commitment (and, if any such additional bank or financial institution is a Lender, the Commitment so undertaken shall be extended for one calendar year or two calendar yearsin addition to such Lender's existing Commitment hereunder on such date), as properly requested; provided that on each Extension Date, no Event the Commitments so undertaken shall not exceed the aggregate Commitments 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 shall occur as a consequence thereofall non-extending Lenders. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at has been extended to the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Extended Termination Date is not extended as to any Lender pursuant to this Section 2.20 and 2.12, on the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension First Scheduled Termination Date, (i) the Commitment of such Non-Consenting Lender Borrowers shall automatically terminate repay in whole full all Loans outstanding on such unextended Termination Date without date made by any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive which has not agreed to extend the Termination Date for beyond such Lender as to matters occurring prior date and all other amounts owed 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting each Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of has increased its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 additional bank or financial institution undertaking a Commitment shall have delivered make Loans hereunder to the Administrative Agent any Note Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or Notes held by such Non- Consenting Lender. Upon additional bank's or financial institution's share of the payment or prepayment Syndicated Loans of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 expressed as a percentage, to be equal to such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any assignments pursuant such existing Lender's Commitment). The proceeds of such Loans shall be applied by the Agent on behalf of the Borrowers to subsection the partial repayment of the other Lenders' Loans (bincluding Loans of existing Lenders that have increased their Commitments) to the extent necessary to effect such proration (and the pro-rata and sharing provisions of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) 4.02 shall not later than one Business Day prior be applicable to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lenderpayment).
Appears in 1 contract
Extension of Termination Date. (a) At least 45 40 days but ----------------------------- not more than 75 60 days prior to the next Anniversary DateRevolver Termination Date in effect at any time, the Borrower, by written notice to the Administrative Paying Agent, may request an extension of the Revolver Termination Date in effect at such time by one calendar year for a period of 364 days from its then scheduled expiration; provided, however, that, if that the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that have made the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner Term Loan Election prior to the next succeeding Anniversary then scheduled Revolver Termination Date. The Administrative Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later earlier than 30 days but at least 25 days prior to such next Anniversary Revolver Termination Date, notify the Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Paying Agent and the Borrower in writing of its consent to any such request for extension of the Revolver Termination Date at least 30 25 days prior to the next Anniversary Datescheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Paying Agent shall notify the Borrower not later than 25 20 days prior to the scheduled Revolver Termination Date in effect at such next Anniversary Date time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requesteda period of 364 days from such Extension Date; provided that on each 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, Default shall have occurred and be continuing, or shall occur as a consequence thereofthereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.202.16, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the BorrowerBorrower (other than payment in full of all principal, interest, fees and other amounts then owing to such Non-Consenting Lender on such unextended Revolver Termination Date), such Lender or any other Person; provided that such Non- Non-Consenting Lender's rights under Sections 2.112.12, 2.14, 8.04 2.13 and 8.088.04, and its obligations under Section 7.05, shall survive the Revolver 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 Revolver Termination Date.
(c) If less than all Lenders holding at least a majority in interest of the Lenders aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.202.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Consenting Lender or Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lenders Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 10,000,000 unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,00010,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Non- Consenting Lender plus (B) any accrued but unpaid facility fees or utilization fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs costs, reimbursements, expense reimbursements and indemnities payable to such Non-Non- Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 2.14 and 8.088.03, 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Non-Consenting Lender, the Borrower and the Administrative Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Paying Agent as to the increase in the amount of its Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.16 shall have delivered to the Administrative Paying Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all Lenders holding a majority in interest of the Lenders aggregate Commitments (after giving effect to any assignments assumptions pursuant to subsection (bc) of this Section 2.202.16) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Paying Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date then in effect with respect to the Commitments of such Consenting Lenders and Assuming Lenders shall be extended for the additional one364-year day period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.16, and all references in this Agreement, and in the Notes, if any, to the "Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended, provided, however, that after giving effect to such extension the aggregate Commitments of the Consenting Lenders are greater than or equal to $200,000,001. Promptly following each Extension Date, the Administrative Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolver Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Federated Department Stores Inc /De/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not The Borrower shall have the right, exercisable no more than 75 days prior twice, to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the current Termination Date in effect at such time by one calendar year from its then scheduled expiration; providedyear. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, howeverbut no more than 90 days, thatprior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), if a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower does not request understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date in a timely manner prior to at any Anniversary Date it may, but time. If the Required Lenders shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner have notified Agent on or prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than date which is 30 days prior to the Extension Date that they accept such next Anniversary DateExtension Request, notify then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the Administrative Agent date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in writing which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to whether the Commitment of each Lender accepting such Lender will consent to such extensionExtension Request. If any Lender shall fail not have notified Agent on or prior to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least date which is 30 days prior to the next Anniversary DateExtension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), such Lender then the Termination Date shall not be deemed to be a Non-Consenting Lender extended with respect to the Commitment of such requestrejecting Lender (each such Lender a “Rejecting Lender”). The Administrative Agent shall promptly notify Borrower whether the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Extension Request has been accepted or rejected as well as which Lender or Lenders regarding the rejected Borrower's request for an extension of the Termination Date’s Extension Request.
(b) If all Notwithstanding the preceding subsection, if the Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender (a “Notice of Rejection”), and provided that the aggregate amount of Commitments of the Rejecting Lenders consent in writing does not exceed 50% of the aggregate amount of Commitments then outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to any such request Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with subsection (a) of this and subject to the restrictions contained in Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be extended for one calendar year or two calendar yearsanother Lender, as properly requestedif a Lender accepts such assignment); provided that on each Extension Date, no Event of Default, or event that with (i) the giving of notice or passage of time or both would constitute an Event of Default, Borrower shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all received the prior written consent of the Lenders Agent, which consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not unreasonably be extended as to any other Lender withheld, (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of ii) such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Rejecting Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension received payment of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the an 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid equal to the effective date outstanding principal of the assignment onits Loans and participations in Reimbursement Obligations, the outstanding Advancesaccrued interest thereon, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing payable to such Non-Consenting Lender it hereunder, as of from the effective date assignee (to the extent of such assignment shall have been paid to such Non- Consenting Lender; and
(iiioutstanding principal and accrued interest and fees) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to or the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment case of all amounts referred to in clauses (i), (iiother amounts) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of assignee consents to the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extendedRequest. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.45 LEGAL02/33546501v8
Appears in 1 contract
Sources: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 90 days prior to any anniversary of the next Anniversary Effective Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the final Termination Date in a timely manner prior to any Anniversary Date it may, but shall may not be obligated to, request that the Termination Date be extended for extend more than two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary initial Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 20 days prior to such next Anniversary Dateanniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender ▇▇▇▇▇▇ will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior to the next Anniversary Dateapplicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 15 days prior to such next Anniversary Date the applicable anniversary date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Termination Date in effect at such time shall, effective as at such next Anniversary Date the applicable anniversary date (the "“Extension Date"”), be extended for one calendar year or two calendar yearsyear; provided, as properly requested; provided that that, on each Extension Date, no Event of Default, or event that with Date the giving of notice or passage of time or both would constitute an Event of Default, applicable conditions set forth in Article III shall have occurred and be continuing, or shall occur as a consequence thereofsatisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.202.19, the Termination Date in effect at such time shall, effective as at the applicable Extension DateDate and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a "“Consenting Lender"”) but shall not be extended as to any other Lender (each a "“Non-Consenting Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 2.19 and the Commitment of such Non-Consenting Lender is not assumed replaced in accordance with subsection (c) of this Section 2.20 2.19 on or prior to the applicable Extension Date, the Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that provided, that, such Non- Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.059.16, 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.202.19, the Administrative Agent shall promptly so notify the Borrower. The Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming New Lenders to assumereplace, effective as of the Extension Date, any Non-Consenting Lender's Commitment Lender and undertake all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting LenderLender (with such Revolving Credit Commitment to replace the Revolving Credit Commitment of any Non-Consenting Lender as designated by the Borrower); provided, however, that (x) the amount of the Revolving Credit Commitment of any such Assuming New Lender as a result of such substitution shall in no event be less than $25,000,000 5.0 million unless the amount of the Commitment of such Non- Non-Consenting Lender is less than $25,000,0005.0 million, in which case the Revolving Credit Commitment of such Assuming New Lender shall assume all of be such lesser amountamount and (y) each increase in the Revolving Credit Commitment of the Consenting Lenders shall be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed); and provided further provided, further, that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender shall have been paid (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 Non-Consenting Lender Lender, plus (B) any accrued but unpaid facility fees Facility Fee owing to such Non-Consenting Lender as of the effective date of such assignment;; and
(ii) all additional costs costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment replacement shall have been paid to such Non- Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender. provided, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further further, that such Non-Consenting Lender's ’s rights under Sections 2.11, 2.14, 8.04 2.14 and 8.089.04, and its obligations under Section 7.059.16, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming New Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting New Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non- Non-Consenting Lender being replaced pursuant to this Section 2.20 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (iA), (iiB) and (iiiC) of the immediately preceding sentence, each such Consenting Lender or Assuming New Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Non-Consenting Lender hereunder (other than its obligations under Section 9.16 as to matters occurring prior to such date) shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments or assumptions pursuant to subsection (bc) of this Section 2.202.19) Lenders having Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Event subject to the satisfaction 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 shall occur as a consequence thereofapplicable conditions in Article III, the Termination Date then in effect for each such Lender shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.202.19, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Lender and each Assuming New Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming New 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 Consenting Lender and each such Assuming New Lender.
(e) Notwithstanding the above, at any time prior to the effectiveness of any extension of the Termination Date in effect, the Borrower may withdraw its request for extension of the Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Fox Corp)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more and no sooner than 75 60 days prior to the next Anniversary Termination Date, the Borrower, by written notice to the Administrative Agent, may request an request, with respect to the Commitments then outstanding, a single extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provideduntil January 5, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date2011. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Termination Date (the “Extension Date”) and subject to the conditions set forth in this Section 2.17, be extended as for such additional period, provided that such extension shall be available if and only if: (i) no Prepayment Failure Event shall have occurred prior to those the Extension Date and the aggregate principal amount of Revolving Credit A Advances outstanding on the Extension Date does not exceed the amount set forth on Schedule 2.06(e)(iii), (ii) the Administrative Agent and the Required Lenders that so consented (each a "Consenting Lender") but have agreed, in their sole discretion, upon financial covenants with which the Loan Parties shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To comply during the extent that extension term and the Termination Date is not extended as to any Lender pursuant Loan Parties shall have executed and delivered an amendment to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 Agreement on or prior to the applicable Extension Date confirming the effectiveness of such financial covenants during the extension term, and (iii) on the Extension Date, the Commitment following statements shall be true in all material respects and the Administrative Agent shall have received for the account of such Non-Consenting each Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action Party a certificate signed by a duly authorized officer of the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11dated the Extension Date, 2.14, 8.04 stating that: (x) the representations and 8.08, warranties contained in the Loan Documents are true 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 correct on 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of (y) no Default has occurred and is continuing or would result from such extension. In the obligations of such Non-Consenting Lender under event an extension is effected pursuant to this Agreement thereafter arisingSection 2.17, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid of all Advances shall be repaid in full ratably to the effective date of Lenders on the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender Termination Date as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 substitutionso extended. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as As of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, or any of the other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, .
(b) The Borrower shall pay to the Administrative Agent shall notify for the account of the Lenders (including, without limitation, each Assuming Lender) an extension fee in an amount equal to 0.25% of the extension of total Commitments then outstanding, payable on the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming LenderExtension Date.
Appears in 1 contract
Sources: Credit Agreement (Grubb & Ellis Co)
Extension of Termination Date. (a) At least 45 30 days but ----------------------------- not more than 75 60 days prior to the next Anniversary Termination Date, the Borrower, by written notice to the Administrative Agent, may request an request, with respect to the Revolving Credit Commitments and the Letter of Credit Commitments then outstanding, a single one-year extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension DateTermination Date (the "EXTENSION DATE"), be extended as to those Lenders for an additional one year period, provided that so consented (each a "Consenting Lender"i) but the Collateral Agent shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or have received no later than 10 days prior to the applicable Extension Date a recent Appraisal of each Eligible Real Estate Asset (it being understood and agreed that any Appraisals previously delivered to the Collateral Agent in satisfaction of a request made pursuant to Section 5.01(k)(iii) shall satisfy the requirements of this subsection (i)) and (ii) on the Extension Date, the Commitment following statements shall be true in all material respects and the Administrative Agent shall have received for the account of such Non-Consenting each Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action Party a certificate signed by a duly authorized officer of the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11dated the Extension Date, 2.14, 8.04 stating that: (x) the representations and 8.08, warranties contained in Section 4.01 are true 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 correct on 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of (y) no Default has occurred and is continuing or would result from such extension. In the obligations of such Non-Consenting Lender under event that an extension is effected pursuant to this Agreement thereafter arisingSection 2.16, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid of all Advances shall be repaid in full ratably to the effective date of Lenders on the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender Termination Date as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 substitutionso extended. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as As of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, or any of the other Loan Documents to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, shall refer to the Termination Date as so extended. Promptly following each Extension Date, .
(b) The Borrower shall pay to the Administrative Agent shall notify for the account of the Lenders (including, without limitation, each Assuming Lender) a Facility extension fee in an amount equal to 0.25% of the extension of total Revolving Credit Commitments then outstanding, payable on the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming LenderExtension Date.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days 30 but ----------------------------- not more than 75 60 days prior to the next Anniversary then applicable Termination Date, the BorrowerBorrower may, by delivering a written notice request to the Administrative Agent, may Agent (each such request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated tobeing irrevocable), request that the Termination Date be extended for two consecutive calendar years from its an additional period of 364 days, commencing on the then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary applicable Termination Date. The Administrative Upon receipt of any such notice, the 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any communicate such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination DateLenders.
(b) If all of No earlier than 30 days prior, and no later than 20 days prior, to the then applicable Termination Date, the Lenders consent in writing shall indicate to any such the Agent whether the Borrower's request in accordance with subsection (a) of this Section 2.20, to so extend the Termination Date in effect at is acceptable to the Lenders (and, if so, the conditions, if any, relating to such time shall, effective as at such next Anniversary Date (the "Extension Date"acceptance), it being understood that the determination by each Lender will be extended for one calendar year or two calendar yearsin its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, as properly requested; provided that on each Extension Date, no Event of Default, or event that with the giving of notice result being that such request is denied (any Lender refusing or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing deemed to refuse any such request in accordance with subsection (a) of this Section 2.20request, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To The Agent shall notify the extent that Borrower, in writing, of the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or Lenders' decisions no later than 15 days prior to the then applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that the sum of the Commitments of the Lenders consent that have consented to any the Borrower's request to extend the applicable Termination Date (the "Consenting Lenders") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to subsection Section 8.07(g) hereof shall constitute greater than 50% of the aggregate Commitments, the then applicable Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then applicable Termination Date (aand the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) of this Section 2.20hereof; provided that, before the Borrower may arrange for one or more solicit Eligible Assignees other than the Consenting Lenders, the Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as shall have at least five days before the end of the Extension Date, any Non-Consenting Lender's Commitment and all of then applicable Termination Date to determine whether to purchase by assignment the obligations Commitments of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 135 days prior to the next Anniversary Initial Stated Termination Date, the BorrowerPalco, by written notice to the Administrative Agent, may request an a one-year extension of the Initial Stated Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 at least 90 days prior to such next Anniversary Initial Stated Termination Date, notify the Borrower Palco and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower Palco in writing of its consent to any such request for extension of the Initial Stated Termination Date at least 30 90 days prior to the next Anniversary Datescheduled occurrence thereof, at such time such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Agent shall notify the Borrower Borrowers not later than 25 85 days prior to such next Anniversary the Initial Stated Termination Date of the decision of the Lenders regarding the BorrowerPalco's request for an extension of the Initial Stated Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.201.5, the Initial Stated Termination Date in effect at such time shallshall be extended for a period of one year, effective as at such next Anniversary the Initial Stated Termination Date (the "Extension Date"); provided, be extended for one calendar year or two calendar yearsthat, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.201.5, the Initial Stated Termination Date in effect at such time shall, effective as at the applicable Extension Date, shall be extended as to those Lenders that so consented (each a an "Consenting Extending Lender") (provided that 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 shall occur as a consequence thereof) but shall not be extended as to any other Lender (each a "Non-Consenting Declining Lender"). To the extent that the Initial Stated Termination Date is not extended as to any Lender pursuant to this Section 2.20 1.5 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 1.5 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Declining Lender shall automatically terminate in whole on such unextended the Initial Stated Termination Date without any further notice or other action by the BorrowerBorrowers, such Lender or any other Person; provided that provided, that, such Non- Consenting Declining Lender's rights under Sections 2.114.1, 2.144.3, 8.04 13.7 and 8.0813.11, and its obligations under Section 7.0512.7, shall survive the Stated 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 Palco for any requested extension of the Initial Stated Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower Borrowers may arrange for one or more Consenting Extending Lenders or other Eligible Assignees as (each such Eligible Assignee that accepts an offer to assume a Declining Lender's Commitment being an "Assuming Lenders Lender") to assume, effective as of the Extension Initial Stated Termination Date, any Non-Consenting Declining Lender's Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 5,000,000 unless the amount of the Commitment of such Non- Consenting Declining Lender is less than $25,000,000, 5,000,000 in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesLoans, if any, of such Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) 11.2 for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's rights under Sections 2.114.1, 2.144.3, 8.04 137 and 8.08, 13.11 and its obligations under Section 7.05, 12.7 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any the Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower Borrowers and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrowers and the Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non- Consenting Declining Lender, the each Borrower and the Administrative Agent, and (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower Borrowers and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting LenderCommitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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, Lenders and the obligations of each such Non- Consenting 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 or assumptions pursuant to subsection (bc) of this Section 2.201.5) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 1.5, by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension the Initial Stated Termination Date, the Administrative Agent shall so notify the BorrowerBorrowers, and, so long as 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 the Initial Stated Termination Date, or shall occur as a consequence thereof, the Initial Stated Termination Date then in effect shall be extended for a period of one year from the additional one-year period or two- year period, Extension Date as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect Extending Lenders and the Assuming Lenders but shall not be extended as to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extendedany Declining Lender. Promptly following each Extension Date, the Administrative The Agent shall promptly notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Initial Stated Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Maxxam Inc)
Extension of Termination Date. (a) At least Not later than the date 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Dateapplicable Termination Date then in effect, the Borrower, by written notice Borrower may deliver to the Administrative Agent, may request an extension of Agent a notice requesting that the Termination Date in effect at Term Loans be extended to such time by one calendar year from its then scheduled expiration; provided, however, that, if date as the Borrower does not request an extension of may specify in such notice (the “Extended Termination Date in a timely manner prior to any Anniversary Date it mayDate”), but shall not be obligated to, request that and the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender forward such notice to the Lenders. Within 10 days after its receipt of any such requestnotice, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as of its willingness or unwillingness so to whether such extend all of its Term Loans. Any Lender will consent to such extension. If any Lender which shall fail so to notify the Administrative Agent and the Borrower in writing of its consent to any within such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender period shall be deemed to be a Non-Consenting Lender with respect have declined to such requestextend its Term Loans. The Administrative Agent shall notify In the Borrower not later than 25 days prior event that Lenders having Term Loans equal to such next Anniversary Date 35% or more of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect aggregate Term Loans outstanding at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect willing to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Dateextend their respective Term Loans, the Administrative Agent shall so notify the Borrower, and, so long as no Event of Default, or Borrower and each Lender and the applicableTermination Date for each consenting Lender shall without further action be extended to the Extended Termination Date. In the event that with any Lender shall be unwilling to extend its Term Loans, the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as Term Loans of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall Lender will not be extended for and the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the applicable Termination Date as so extendedto that Lender shall remain unchanged. Promptly following each Extension DateThe scheduled amortization payments of principal of any extended Term Loans occurring after the original applicable Termination Date shall be determined by the Term Loan Lenders that have agreed to such extension and the Borrower. The Borrower may replace any Lender that has not agreed to extend its Term Loans (a “Non-Extending Lender”) with an Assuming Lender pursuant to Section 2.04(c). Notwithstanding the terms of Section 10.01, the Borrower and the Administrative Agent shall notify be entitled (with the Lenders (including, without limitation, each Assuming Lender) consent of the extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Administrative Agent and the Borrower believe are necessary to appropriately reflect any extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect pursuant to each such Consenting Lender and each such Assuming Lenderthis Section 2.04(b).
Appears in 1 contract
Sources: Credit Agreement (Olin Corp)
Extension of Termination Date. (a) At least 45 days but ----------------------------- The Borrowers may, by notice given to the Administrative Agent (which shall promptly deliver a copy thereof to the Lenders) not more less than 75 sixty (60) days prior to the next Anniversary Datefirst, second or third anniversaries of the BorrowerEffective Date request that the Termination Date for all Lenders be extended for one additional year; provided that the Borrowers may obtain only one such extension. -------- Not later than thirty (30) days after the Borrowers shall have made such request, by written notice each Lender, acting in its sole discretion, shall notify the Administrative Agent of its response to such request; provided that any Lender -------- which fails to respond to any such request shall be deemed to have denied such request. Such extension shall be effective as to each Lender agreeing to such extension when (i) each Borrower shall have delivered a certificate to the Administrative Agent, may request an extension Agent to the effect that no Default or Event of Default shall have occurred and be continuing with respect to such Borrower either on the date of the Termination Date notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Administrative Agent to the effect that each of the representations and warranties of such Obligor set forth herein or in any Credit Document shall be true and complete in all material respects on and as of each of the date of such notice and the last date for the Lenders' responses with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iii) Lenders having not less than 50% of the Commitments as in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent have agreed to such extension. If any Each Lender shall fail to notify the Administrative Agent and the Borrower in writing of make its consent to any such own independent decision upon a request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such and no Lender shall be deemed to be a Non-Consenting Lender with respect to such requestbound by the decision of any other Lender. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date give each Lender notice of the decision responses of all of the Lenders regarding within 45 days of receipt of such request from the Borrower's request for an Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b) of this Section 2.12.
(b) If all the Borrowers shall have requested an extension of the Lenders consent in writing Termination Date pursuant to any such request in accordance with subsection paragraph (a) of this Section 2.202.12, and Lenders having not less than 50% of the Commitments shall agree to such extension pursuant thereto, the Borrowers shall have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date in effect at beyond such time shalldate with, effective as at such next Anniversary Date and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the "Extension Date"consent of the Administrative Agent (which consent shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a Commitment (and, if any such additional bank or financial institution is a Lender, the Commitment so undertaken shall be extended for one calendar year or two calendar yearsin addition to such Lender's existing Commitment hereunder on such date), as properly requested; provided that on each Extension Date, no Event the -------- Commitments so undertaken shall not exceed the aggregate Commitments 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 shall occur as a consequence thereofall non-extending Lenders. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at has been extended to the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Extended Termination Date is not extended as to any Lender pursuant to this Section 2.20 and 2.12, on the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension First Scheduled Termination Date, (i) the Commitment of such Non-Consenting Lender Borrowers shall automatically terminate repay in whole full all Loans outstanding on such unextended Termination Date without date made by any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive which has not agreed to extend the Termination Date for beyond such Lender as to matters occurring prior date and all other amounts owed 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting each Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of has increased its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 additional bank or financial institution undertaking a Commitment shall have delivered make Loans hereunder to the Administrative Agent any Note Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or Notes held by such Non- Consenting Lender. Upon additional bank's or financial institution's share of the payment or prepayment Syndicated Loans of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 expressed as a percentage, to be equal to such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any assignments pursuant to subsection (b) such existing Lender's Commitment). The proceeds of this Section 2.20) consent in writing to a requested extension (whether such Loans shall be applied by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify on behalf of the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, Borrowers to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer partial repayment of the other Lenders' Loans (including Loans of existing Lenders that have increased their Commitments) to the Termination Date as so extended. Promptly following each Extension Date, extent necessary to effect such proration (and the Administrative Agent prorating and sharing provisions of Section 4.02 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 not be applicable to each such Consenting Lender and each such Assuming Lenderpayment).
Appears in 1 contract
Extension of Termination Date. Borrowers shall have the option to request an extension of (athe “Option to Extend”) At least 45 days but ----------------------------- not more the Termination Date to May 8, 2012 (the “Extended Termination Date”), upon receipt by the Administrative Agent of written notice from the Borrowers of Borrowers’ request to exercise the Option to Extend, which notice shall be provided to the Administrative Agent no less than 75 ninety (90) days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent and the Lenders shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior consent to such next Anniversary the Extended Termination Date, notify provided that the Borrower and following conditions are satisfied in the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify reasonable discretion of the Administrative Agent and the Borrower in writing of its consent to any such request for extension Lenders: (a) as of the Termination Date at least 30 days prior date of Borrowers’ delivery of notice of request to exercise the next Anniversary DateOption to Extend, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension and as of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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, Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall occur have occurred and be continuing, and Borrowers shall so certify in writing; (b) prior to the Termination Date, Borrowers shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at Borrowers’ sole cost and expense, such amendments to the Mortgaged Property Security Documents and endorsements to the Title Policies as a consequence thereof. If less than all of reasonably requested by the Lenders consent in writing Administrative Agent; (c) at least 60 days prior to any such request in accordance with subsection (a) of this Section 2.20the Termination Date, new Appraisals shall be obtained as to each Mortgaged Property, the Termination Date in effect at such time shall, effective as at cost of which shall be fully reimbursed to the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall Administrative Agent by the Borrowers whether or not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Extended Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection approved; (cd) of this Section 2.20 on or prior to the applicable Extension Termination Date, the Commitment of such Non-Consenting Lender Borrowers shall automatically terminate pay an extension fee in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 0.50% of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the total outstanding Advances, if any, of such Non-Consenting Lender plus ; (Be) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
the extension and at all times thereafter, the ratio of the aggregate principal amount of the Advances to the total Appraised Value of the Borrowing Base Assets shall be no more than .80; (iif) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of the extension and at all times thereafter, the Advances shall not exceed the total Extension Eligible Property Values (defined below) of the Borrowing Base Assets and (g) the renewal and extension of the maturity date of the financing related to the Hotel Property in Jacksonville, Florida, on terms and conditions reasonably acceptable to the Administrative Agent. If any Lender determines that the conditions set forth above are not satisfied, such assignment Lender will provide the Borrowers and the Administrative Agent written notice and neither such Lender nor any of the other Lenders shall have been paid be obligated to such Non- Consenting Lender; and
(iii) consent to the Option to Extend. For the purposes of this Section 6, “Extension Eligible Property Value” shall mean, with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase Eligible Property included in the Borrowing Base, an amount equal to .70 multiplied by the Extension Asset Value of its Commitment such Eligible Property. “Extension Asset Value” shall be determined as of the end of each Fiscal Quarter and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to mean the Administrative Agent any Note or Notes held by NOI of such Non- Consenting Lender. Upon Eligible Property for the payment or prepayment of all amounts referred to in clauses (i), (ii) Fiscal Quarter then ending and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment three Fiscal Quarters divided by or the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged10.0%.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior On or before May 1 of each year, commencing on May 1, 1996, the Company may, at its option, deliver to the next Anniversary DateAgent (which shall promptly notify each Lender) a signed copy of an extension request (an "Extension 14 Request") in the form of Exhibit B, the Borrower, by written notice to the Administrative Agent, may request requesting an extension of the Termination Date in effect at such time by for a period of one calendar year. On or before June 1 of each year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender of such requestCompany has delivered an Extension Request, and each Lender shall in turnhave the right, in its sole and absolute discretion, not later than 30 days prior to such next Anniversary Date, notify deliver a written notice to the Borrower and Agent consenting to or rejecting the Administrative Agent in writing as to whether such Lender will consent to such requested extension. If any a Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any has not given such request for extension of the Termination Date at least 30 days prior notice to the next Anniversary DateAgent by June 1 of such year, such Lender shall be deemed not to be a Non-Consenting Lender with respect have consented to such requestextension. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20an Extension Request, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), shall be extended for one calendar an additional year or two calendar years, as properly requested; provided that effective on each Extension Date, no Event June 1 of Defaultthe applicable year. If any Lender (an "Objecting Lender") rejects, or event that with the giving of notice or passage of time or both would constitute is deemed not to have consented to, an Event of Default, shall have occurred and be continuing, or shall occur as a consequence thereof. If less than all Extension Request by June 1 of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20applicable year, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent so extended; provided that if Lenders with an aggregate Percentage of 20% or less are Objecting Lenders, then the Termination Date is not shall be so extended as to any if, on or before June 30 of the applicable year, the Company (a) replaces each Objecting Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance 8.7 with subsection Lenders (cwhich may be existing or new Lenders) of this Section 2.20 on or prior which consent to the applicable Extension DateRequest or (b) to the extent all Objecting Lenders have not been so replaced, by notice to the Commitment Agent and each Objecting Lender, terminates the Commitments of such Non-Consenting all Objecting Lenders (and concurrently pays to the Agent for the account of each Objecting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 all amounts owed to such date. It is understood Objecting Lender hereunder) and agreed that no Lender shall have any obligation whatsoever to agree to any request made by reduces the Borrower for any requested extension aggregate amount of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as Commitments by a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser corresponding amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Meyer Fred Inc)
Extension of Termination Date. (a) At least 45 Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but ----------------------------- not more than 75 days prior to the next Anniversary then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, by written the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Administrative Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any ▇▇▇▇▇▇’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, may request an and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and 2.20(b), the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior Borrower shall provide to the applicable Extension DateAgent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action including, if requested by the Borrower, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Sections 2.11, 2.14, 8.04 Agent (each in form and 8.08, and its obligations under Section 7.05, shall survive substance satisfactory to 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 Agent) the Borrower for any requested extension of the Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection following: (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as a copy of the Extension Date, any Non-Consenting Lender's Commitment and all of securities certificate registered with the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that Pennsylvania Public Utility Commission (the amount of “Securities Certificate Extension”) authorizing the Commitment of any such Assuming Lender as Borrower’s incurring indebtedness hereunder with a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective maturity date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Proposed Extension Date, (Ab) each such Assuming Lender, if any, shall have delivered an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Administrative Agent an Assumption Agreement, duly executed Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by such Assuming Lender, such Non- Consenting Lender, the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Administrative AgentSecretary or Assistant Secretary of the Borrower, (B) any or such Consenting Lender shall have delivered confirmation in writing other evidence as may be satisfactory to the Borrower and Agent, demonstrating that the Administrative Agent as Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the increase in the amount of its Commitment and Borrower (Cwhich may be in-house counsel) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lendereffect.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerThe Borrowers may request, by written notice to the Administrative Agent, may request an (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six-month extension of the Termination Date in effect with respect to the Commitments then outstanding and (ii) thereafter, an additional six-month extension provided at such time by least 30 days but not more than the day occurring 60 days and one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of prior to the Termination Date in a timely manner prior (as extended pursuant to any Anniversary Date it mayclause (i) of this sentence) (each, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datean “Extension Request”). The Administrative Agent shall promptly notify each Lender of such request, Extension Request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary of the applicable Extension Date (the "Extension Date"as defined below), be extended for one calendar year or two calendar yearsan additional six-month period, as properly requested; provided that that, on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection Date (a) the Administrative Agent shall have received payment in full of this the extension fee set forth in Section 2.202.08(d) and (b) the following statements shall be true and the Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, the Termination Date in effect at such time shall, effective as at dated the applicable Extension Date, be extended stating that: (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects (unless qualified as to those Lenders that so consented materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such Extension Date (each a "Consenting Lender") but shall not be extended as except to any other Lender (each a "Non-Consenting Lender"). To the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects or all respects, as applicable, on and as of such earlier date)), and (ii) no Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the Termination Date case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the event that an extension is not extended as to any Lender effected pursuant to this Section 2.20 and 2.16, the Commitment aggregate principal amount of such Lender is not assumed all Advances shall be repaid in accordance with subsection (c) of this Section 2.20 on or prior full ratably to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole Lenders on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 dateso extended. 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as As of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in Agreement or any of the Notes, if any, other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. (a) At least 45 Not earlier than 90 days but ----------------------------- not more prior to, nor later than 75 60 days prior to the next Anniversary DateOriginal Termination Date (as defined below), the Borrower, Borrower may request by written notice to Administrative Agent (who shall promptly notify Lenders) a one-time, one year extension of the Termination Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in Section 5 are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default exists.
(b) The Termination Date shall be extended to the same date in the following calendar year, effective as of a date to be determined by Administrative Agent and the Borrower (the "Extension Effective Date"), and Administrative Agent shall promptly notify Lenders thereof. On or prior to the Extension Effective Date, the Borrower shall deliver to Administrative Agent, may request in form and substance satisfactory to Administrative Agent: (x) corporate resolutions and incumbency certificates of the Borrower dated as of the Extension Effective Date approving such extension, (y) new or amended Notes, if requested by any new or affected Lender, evidencing such new or extended Commitments and (z) an acknowledgment and consent from each Guarantor affirming the effectiveness of the Guarantee and Collateral Agreement and any Security Document to which it is a party after giving effect to the Termination Date, as extended hereunder.
(c) Only one extension of the Termination Date may be made, and the Termination Date shall not, in any event, be extended beyond October __, 2008.
(d) The Borrower shall pay to Administrative Agent, for the ratable benefit of the Lenders, an extension fee (the "Extension Fee") equal to 0.375% of the aggregate Commitments in effect at on the Termination Date (without giving effect to any extension thereof pursuant to this Section 2.19, the "Original Termination Date"). The Extension Fee shall be payable on the Original Termination Date and such time extension fees are fully earned on the date paid. The extension fee paid to each Lender is solely for its own account and is nonrefundable.
(e) Upon the satisfaction of the conditions by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an referred to in this Section 2.19, the extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is 2.19 shall not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or require the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (U-Store-It Trust)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expirationdate; provided, however, that, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration date by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative 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 such next Anniversary Date, notify the Borrower and the Administrative Designated Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Designated Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Declining Lender with respect to such request. The Administrative Designated Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's ’s request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "“Extension Date"”), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting each, an “Extending Lender"”) but shall not be extended as to any other Lender (each each, a "Non-Consenting “Declining Lender"”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other PersonPerson and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date (and on such unextended Termination 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, Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Non- Consenting Declining Lender's ’s rights under Sections 2.11, 2.14, 8.04 9.04 and 8.089.08, and its obligations under Section 7.058.05, 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 Termination Date.
(c) If less than all of the Lenders consent to there are any such request pursuant to subsection (a) of this Section 2.20Declining Lenders, the Borrower may arrange for one or more Consenting Extending Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Declining Lender's ’s Commitment and all of the obligations of such Non-Consenting Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Declining 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 Non- Consenting Declining Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Extending Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Declining Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Declining Lender as of the effective date of such assignment;
(ii) all additional costs cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Declining Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Declining Lender; and
(iii) with respect to any such Assuming Lender, the any applicable processing and recordation fee required under Section 8.07(a9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Declining Lender's ’s rights under Sections 2.11, 2.14, 8.04 9.04 and 8.089.08, and its obligations under Section 7.058.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative 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 Non- Consenting Declining Lender, the Borrower and the Administrative Designated Agent, (B) any such Consenting Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Designated Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Declining Lender being replaced pursuant to this Section 2.20 shall have delivered deliver to the Administrative Designated Agent on or before such date any Note or Notes held by such Non- Consenting Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting 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 (bc) 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 or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Designated Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the "“Termination Date" ” shall, with respect to each Consenting Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Walt Disney Co/)
Extension of Termination Date. (a) At least 45 days but ----------------------------- not more than 75 days prior to the next Anniversary Date, the BorrowerThe Borrowers may request, by written notice to the Administrative Agent, may request an (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six-month extension of the Termination Date in effect with respect to the Commitments then outstanding and (ii) thereafter, an additional six-month extension provided at such time by least 30 days but not more than the day occurring 60 days and one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of prior to the Termination Date in a timely manner prior (as extended pursuant to any Anniversary Date it mayclause (i) of this sentence) (each, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Datean “Extension Request”). The Administrative Agent shall promptly notify each Lender of such request, Extension Request and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the 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 Termination Date in effect at such time shall, effective as at such next Anniversary of the applicable Extension Date (the "Extension Date"as defined below), be extended for one calendar year or two calendar yearsan additional six-month period, as properly requested; provided that that, on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection Date (a) the Administrative Agent shall have received payment in full of this the extension fee set forth in Section 2.202.08(d) and (b) the following statements shall be true and the Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, the Termination Date in effect at such time shall, effective as at dated the applicable Extension Date, be extended stating that: (i) the representations and warranties contained in Section 4.01 are true and correct in all material respects (unless qualified as to those Lenders that so consented materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such Extension Date (each a "Consenting Lender") but shall not be extended as except to any other Lender (each a "Non-Consenting Lender"). To the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects or all respects, as applicable, on and as of such earlier date)), and (ii) no Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the Termination Date case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the event that an extension is not extended as to any Lender effected pursuant to this Section 2.20 and 2.16, the Commitment aggregate principal amount of such Lender is not assumed all Advances shall be repaid in accordance with subsection (c) of this Section 2.20 on or prior full ratably to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole Lenders on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 dateso extended. 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as As of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in Agreement or any of the Notes, if any, other Loan Documents to the "“Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, ” shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto 62 Digital Realty – Second Amended and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.Restated Yen Credit Agreement
Appears in 1 contract
Extension of Termination Date. The Termination Date may be extended once in each year, in the manner set forth in this Section, effective on June 30, 2006, and on each anniversary of such date which falls not less than one year prior to the Termination Date (aas theretofore extended) At least 45 days but ----------------------------- for a period of one year after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not more than 75 60 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within 30 days (the “Response Date”). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the next Anniversary then effective Termination Date), have the Borrowerright, by written notice to with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may request an extension be one or more of the Termination Date in effect at such time by one calendar year from its then scheduled expiration; provided, however, that, if Lenders) to assume the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent shall promptly notify each Lender Commitment(s) of such request, and each non-extending Lender(s). No Lender shall in turn, in its sole discretion, not later than 30 days prior which fails to such next Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be have consented to a Nonrequest by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-Consenting Lender extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with respect their commitments unaffected to such request. The lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall notify the Borrower not later than 25 days prior to be assumed by such next Anniversary Date of the decision of the Lenders regarding the Borrower's substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date.
, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (bi) If or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the Lenders consent in writing to any such request in accordance with subsection parties hereto (a) of this Section 2.20other than non-consenting Lenders), the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year or two calendar years, as properly requested; provided that on each 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 shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such 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 Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non- Consenting 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 Termination Date.
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting 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 Non- Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting 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 Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting 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 any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non- Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as 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 shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period or two- year period, as the case may be, as described set forth in subsection (a) of this Section 2.20, and all references in this Agreement, 2.23 and in the Notes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative 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 Consenting Lender and each such Assuming LenderAgreement.
Appears in 1 contract