Common use of Maturity Date Extensions Clause in Contracts

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the Extension Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year after such existing Facility Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 and any such extension shall be in the sole discretion of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 2 contracts

Sources: Credit Agreement (Rj Reynolds Tobacco Holdings Inc), Credit Agreement (Rj Reynolds Tobacco Holdings Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the Extension Effective Date, the Borrower may make a written request to the Administrative AgentPayments Administrator, who shall forward a copy of each such request to each of the Continuing LendersBanks, that the Facility Final Maturity Date then in effect be extended to the date which is one year after such existing Facility the then Final Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that that, as of the date of such request and as of the date of any such extension of the then Final Maturity Date, no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is occurring 30 days prior to any such anniversary of the Extension Date or the relevant anniversary thereof, as the case may beEffective Date, Continuing Lenders which are not Defaulting Lenders Banks holding at least a majority 66-2/3% of the Commitments held by Continuing Lenders which are not Defaulting Lenders Banks agree thereto in writing, the Facility Final Maturity Date, and the Final Maturity Date of each Continuing Lender Bank then consenting, shall be automatically extended to the first anniversary of date which is one year after the then existing Facility Final Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders Banks to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.151.14, with respect to any Lender Bank that is a Non-Continuing Lender Bank after giving effect to such Response Date in order to obtain the requisite percentage of Lenders Banks constituting Continuing Lenders Banks to permit such extension. The Administrative Agent Payments Administrator shall notify the Borrower and each Lender Bank of the effectiveness of any such extension. No Lender Bank shall be obligated to grant any extensions pursuant to this Section 1.14 1.17 and any such extension shall be in the sole discretion of each of themsuch Bank. A LenderBank's Final Maturity Date shall not be so extended pursuant to this Section 1.14 1.17 for (x) any Lender Bank that is a Non-Continuing Lender Bank at the time such request for extension is made and (y) any Continuing Lender Bank at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 2 contracts

Sources: Credit Agreement (RJR Nabisco Inc), Credit Agreement (Nabisco Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the applicable Extension Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Final Maturity Date then in effect be extended to the date which is one year occurring twelve (12) months after such existing Facility Final Maturity Date. Such request shall be accompanied by a certificate of an Authorized a Financial Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "each, an “Extension Response Date") which is 30 days prior to the applicable Extension Date or the relevant anniversary thereof, as the case may beDate, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Final Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of date occurring twelve (12) months after the then existing Facility Final Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Extension Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Extension Response Date in order to take such actions, including those contemplated by Section 1.15, actions with respect to any Lender that is a Non-Continuing Lender after giving effect to such Extension Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extensionextension (including actions contemplated by Section 2.18). The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 2.21, and any such extension shall be in the sole discretion of each of them. A Lender's Final ’s Maturity Date shall not be so extended pursuant to this Section 1.14 2.21 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof. It is understood and agreed that the Borrower shall have a total of two (2) opportunities to request an extension pursuant to this Section 2.21 and that each of such extension (if validly effected pursuant to this Section 2.21) shall extend the Final Maturity Date then in effect by twelve (12) months.

Appears in 2 contracts

Sources: Credit Agreement (Reynolds American Inc), Credit Agreement (Reynolds American Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) On or before the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) last Business Day of each anniversary of the Extension DateDecember beginning on December 31, the 2001, Borrower may make request the Lenders to extend the Maturity Date for an additional one-year period. Borrower shall request each such extension by appropriately completing, executing and delivering to Agent a written request in the form of EXHIBIT D (a " MATURITY DATE EXTENSION REQUEST"). Borrower understands that this SUBPARAGRAPH 2.01(h) is included in this Agreement for Borrower's convenience in requesting extensions and acknowledges that neither Agent nor any Lender has promised (either expressly or by implication), and neither Agent nor any Lender has any obligation or commitment, to extend the Maturity Date at any time. Agent shall promptly deliver to each Lender three (3) copies of each Maturity Date Extension Request received by Agent. If a Lender, in its sole and absolute discretion, consents to any Maturity Date Extension Request, such Lender shall evidence such consent by executing and returning two (2) copies of the Maturity Date Extension Request to Agent not later than the last Business Day which is thirty (30) days after the date Borrower delivered to Agent the Maturity Date Extension Request. Any failure by any Lender to execute and return a Maturity Date Extension Request shall be deemed a denial thereof. If Borrower shall deliver a Maturity Date Extension Request to Agent pursuant to the Administrative Agentfirst sentence of this SUBPARAGRAPH 2.01(h), who then not later than the last Business Day which is thirty-five (35) days after the date Borrower delivered to Agent the Maturity Date Extension Request, Agent shall forward notify Borrower in writing whether (i) Agent has received a copy of the Maturity Date Extension Request executed by each such request to each Lender, in which case the definition of " Maturity Date" set forth in PARAGRAPH 1.01 shall be deemed amended as provided in the Maturity Date Extension Request as of the Continuing Lendersdate of such written notice from Agent to Borrower, that or (ii) Agent has not received a copy of the Facility Maturity Date then Extension Request executed by each Lender, in effect be extended to the date which is one year after case such existing Facility Maturity Date. Such request Date Extension Request shall be accompanied by a certificate of an Authorized Officer deemed denied. Agent shall deliver to Borrower, with each written notice under CLAUSE (i) of the preceding sentence which notifies Borrower stating that no Default or Event of Default Agent has occurred and is continuing. Ifreceived a Maturity Date Extension Request executed by each Lender, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority copy of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of Extension Request so executed by each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 and any such extension shall be in the sole discretion of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 1 contract

Sources: Credit Agreement (Adac Laboratories)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the applicable Extension Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Final RL Maturity Date then in effect be extended to the date which is one year occurring twelve (12) months after such existing Facility Final RL Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "an “Extension Response Date") which is 30 days prior to the applicable Extension Date or the relevant anniversary thereof, as the case may beDate, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Revolving Loan Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Final RL Maturity Date, and the Final RL Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of date occurring twelve (12) months after the then existing Facility Final RL Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Extension Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Extension Response Date in order to take such actions, including those contemplated by Section 1.15, actions with respect to any Lender that is a Non-Continuing Lender after giving effect to such Extension Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extensionextension (including actions contemplated by Section 1.14). The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 1.17, and any such extension shall be in the sole discretion of each of them. A Lender's Final ’s RL Maturity Date shall not be so extended pursuant to this Section 1.14 1.17 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof. It is understood and agreed that the Borrower shall have a total of two (2) opportunities to request an extension pursuant to this Section 1.17 and that each of such extension (if validly effected pursuant to this Section 1.17) shall extend the Final RL Maturity Date then in effect by twelve (12) months.

Appears in 1 contract

Sources: Credit Agreement (Reynolds American Inc)

Maturity Date Extensions. Prior to On or before the last Business Day which is six (but not less than 60 days nor more than 90 days prior to6) the Extension Date and months prior to (but not less than 60 days nor more than 90 days prior to) each anniversary date of this Agreement, Borrower may request the Lenders to extend the Maturity Date for an additional one-year period; provided, however, that Borrower may request such an extension only twice. Borrower shall request each such extension by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit D (an " Extension Request"). Borrower understands that this Subparagraph 2.01(h) is included in this Agreement for Borrower's convenience in requesting extensions and acknowledges that neither Agent nor any other Lender Party has promised (either expressly or implicitly), or has any obligation or commitment, to extend the Maturity Date at any time. Agent shall promptly deliver to each Lender three (3) copies of each Extension Request received by Agent. If a Lender, in its sole and absolute discretion, consents to any Extension Request, such Lender shall evidence such consent by executing and returning two (2) copies of the Extension Date, Request to Agent not later than the Borrower may make a written request last Business Day which is five (5) months prior to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year after such existing Facility Maturity Date. Such request Any failure by any Lender so to execute and return an Extension Request shall be accompanied by deemed a certificate denial thereof. If Borrower delivers an Extension Request to Agent pursuant to the first sentence of an Authorized Officer of this Subparagraph 2.01(h), then not later than the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") last Business Day which is 30 four (4) months days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender in writing whether (i) Agent has received a copy of the effectiveness Extension Request executed by each Lender, in which case the definition of any such extension. No Lender "Maturity Date" set forth in Schedule 3.01 shall be obligated deemed amended as provided in the Extension Request as of the date of such written notice from Agent to grant any extensions pursuant to this Section 1.14 and any Borrower, or (ii) Agent has not received a copy of the Extension Request executed by each Lender, in which case such extension Extension Request shall be in deemed denied. Agent shall deliver to Borrower, with each written notice under clause (i) of the sole discretion preceding sentence which notifies Borrower that Agent has received a Extension Request executed by each Lender, a copy of the Extension Request so executed by each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 1 contract

Sources: Credit Agreement (Silicon Valley Group Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the applicable Extension Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year occurring eighteen (18) months after such existing Facility Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a an "Extension Response Date") which is 30 days prior to the applicable Extension Date or the relevant anniversary thereof, as the case may beDate, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of date occurring eighteen (18) months after the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Extension Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Extension Response Date in order to take such actions, including those contemplated by Section 1.151.14, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Extension Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 1.13 and any such extension shall be in the sole discretion of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 1.13 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 1 contract

Sources: Credit Agreement (Reynolds American Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary Each of the Extension Date, following transactions will occur on the Borrower may make Effective Date after the conditions precedent set forth in Section 5 have been satisfied: (a) Each Extending Tranche B Term Lender agrees that all or a written request portion of its existing Tranche B Term Loans in the principal amount set forth opposite such Extending Tranche B Term Lender’s name on Schedule 1 hereto will be modified to the Administrative Agent, who shall forward a copy become Extended Tranche B Term Loans of each like amount (such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year after such existing Facility Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15amount, with respect to any each Extending Tranche B Term Lender, such Lender’s “Extended Tranche B Term Commitment Amount”). The existing Tranche B Term Loans of each Non-Extending Tranche B Term Lender will remain outstanding as Non-Extended Tranche B Term * RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its affiliates. Loans. The initial Interest Period applicable to each Non-Extended Tranche B Term Loan and Extended Tranche B Term Loan that is a Eurodollar Loan will be the then-current Interest Period applicable to such existing Tranche B Term Loan from which it is converted with no conversion into a different Interest Period, or payment or prepayment of such Loan, being deemed to have occurred solely due to this Amendment or the transactions described herein. Each existing Tranche B Term Loan of an Extending Tranche B Term Lender that is a Eurodollar Loan or an ABR Loan will be converted into an Extended Tranche B Term Loan in the same proportion as the amount of such Lender’s Extended Tranche B Term Commitment Amount. (b) Each Extending Incremental Tranche B Term Lender agrees that all or a portion of its existing Incremental Tranche B Term Loans in the principal amount set forth opposite such Extending Incremental Tranche B Term Lender’s name on Schedule 1 hereto will be modified to become Extended Incremental Tranche B Term Loans of like amount (such amount, with respect to each Extending Incremental Tranche B Term Lender, such Lender’s “Extended Incremental Tranche B Term Commitment Amount”). The existing Incremental Tranche B Term Loans of each Non-Continuing Extending Incremental Tranche B Term Lender after giving effect will remain outstanding as Non-Extended Incremental Tranche B Term Loans. The initial Interest Period applicable to each Non-Extended Incremental Tranche B Term Loan and Extended Incremental Tranche B Term Loan that is a Eurodollar Loan will be the then-current Interest Period applicable to such Response Date in order existing Incremental Tranche B Term Loan from which it is converted with no conversion into a different Interest Period, or payment or prepayment of such Loan, being deemed to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant have occurred solely due to this Section 1.14 and any such extension shall be in Amendment or the sole discretion transactions described herein. Each existing Incremental Tranche B Term Loan of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any an Extending Incremental Tranche B Term Lender that is a Eurodollar Loan or an ABR Loan will be converted into an Extended Incremental Tranche B Term Loan in the same proportion as the amount of such Lender’s Extended Incremental Tranche B Term Commitment Amount. (c) The parties hereto agree that the provisions of Section 2.22(d) of the Credit Agreement will apply to the Commitments and the Loans, as extended hereunder or as not extended, with (a) each Extending Tranche B Term Lender and Extending Incremental Tranche B Term Lender constituting a “Consenting Lender” thereunder (with respect to the portion of its Commitments and Loans extended hereunder) and (b) each Non-Continuing Extending Tranche B Term Lender at and Non-Extending Incremental Tranche B Term Lender constituting a “Declining Lender” thereunder. (d) Notwithstanding anything herein to the time such request for extension is made contrary (but subject to (i) the understanding that the Extended Tranche B Term Loans, the Extended Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans constitute separate Classes of Term Loans, (ii) the provisions of this Amendment (including the amendments set forth in Section 3 hereof) and (yiii) any Continuing Lender at the time express limitations on amendments, modifications and waivers to the Loan Documents set forth in Section 9.02 of such request the Credit Agreement), the Extended Tranche B Term Loans, the Extended Incremental Tranche B Term Loans and the Incremental Tranche B-2 Term Loans shall be treated in the same manner for all purposes under the Credit Agreement; provided, however, that has not consented in writing, within the time specified above, to any such request for the extension thereof.Section

Appears in 1 contract

Sources: Credit Agreement (Crown Castle International Corp)

Maturity Date Extensions. Prior to On or before the last Business Day which is sixty (but not less than 60 days nor more than 90 60) days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary date of the Extension Closing Date, Borrowers may request the Borrower may make Banks to extend such Maturity Date for an additional one-year period. Borrowers shall request each such extension by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit C (a "Revolver Extension Request"). Borrowers understand that this Subparagraph 2.01(h) is included in this Agreement for Borrowers' convenience in requesting extensions and acknowledge that neither Agent nor any of the Banks has promised (either expressly or by implication), and neither Agent nor any of the Banks has any obligation or commitment, to extend the Maturity Date at any time. Agent shall promptly deliver to each Bank three (3) copies of each Revolver Extension Request received by Agent. If a Bank, in its sole and absolute discretion, consents to any Revolver Extension Request, such Bank shall evidence such consent by executing and returning two (2) copies of the Revolver Extension Request to Agent not later than the last Business Day which is thirty (30) days after the date Borrowers delivered to Agent the Revolver Extension Request. Any failure by any Bank to execute and return a Revolver Extension Request shall be deemed a denial thereof. If Borrowers shall deliver a Revolver Extension Request to Agent pursuant to the Administrative Agentfirst sentence of this Subparagraph 2.01(h), who then not later than the last Business Day which is thirty-five (35) days after the date Borrowers delivered to Agent the Revolver Extension Request, Agent shall forward notify Borrowers in writing whether (i) Agent has received a copy of the Revolver Extension Request executed by each such request to each Bank, in which case the definition of "Maturity Date" set forth in Schedule 1.01 shall be deemed amended as provided in the Revolver Extension Request as of the Continuing Lendersdate of such written notice from Agent to Borrowers, that or (ii) Agent has not received a copy of the Facility Maturity Date then Revolver Extension Request executed by each Bank, in effect be extended to the date which is one year after case such existing Facility Maturity Date. Such request Revolver Extension Request shall be accompanied by a certificate of an Authorized Officer deemed denied. Agent shall deliver to Borrowers, with each written notice under clause (i) of the Borrower stating preceding sentence which notifies Borrowers that no Default or Event of Default Agent has occurred and is continuing. Ifreceived a Revolver Extension Request executed by each Bank, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority copy of the Commitments held Revolver Extension Request so executed by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 and any such extension shall be in the sole discretion of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereofBank.

Appears in 1 contract

Sources: Credit Agreement (Silicon Valley Group Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary Each of the Extension Datefollowing transactions will occur on the Effective Date after the conditions precedent set forth in Section 10(b) have been satisfied: (a) Each Extending Revolving Lender agrees that all or a portion of its existing Revolving Commitment and Revolving Loans in the principal amount set forth opposite such Extending Revolving Lender’s name on Schedule 2(a) hereto will be modified to become an Extended Revolving Commitment and Extended Revolving Loans, the Borrower may make a written request to the Administrative Agentrespectively, who shall forward a copy of each like amount (such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year after such existing Facility Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15amount, with respect to any each Extending Revolving Lender, such Lender’s “Extended Revolving Commitment Amount”). The existing Revolving Commitments and Revolving Loans of each Non-Extending Revolving Lender will remain outstanding as Non-Extended Revolving Commitments and Non-Extended Revolving Loans, respectively. The initial Interest Period applicable to each Non-Extended Revolving Loan and Extended Revolving Loan that is a Eurodollar Loan will be the then-current Interest Period applicable to such existing Revolving Loan from which it is converted with no conversion into a different Interest Period, or payment or prepayment of such Loan being, deemed to have occurred solely due to this Amendment or the transactions described herein. Each existing Revolving Loan of an Extending Revolving Lender that is a Eurodollar Loan or an ABR Loan will be converted into an Extended Revolving Loan in the same proportion as the amount of such Lender’s Extended Revolving Commitment Amount. (b) Each Extending Tranche A Term Lender agrees that all or a portion of its existing Tranche A Term Loans in the principal amount set forth opposite such Extending Tranche A Term Lender’s name on Schedule 2(b) hereto will be modified to become Extended Tranche A Term Loans of like amount (such amount, with respect to each Extending Tranche A Term Lender, such Lender’s “Extended Tranche A Term Commitment Amount”). The existing Tranche A Term Loans of each Non-Continuing Extending Tranche A Term Lender after giving effect will remain outstanding as Non-Extended Tranche A Term Loans. The initial Interest Period applicable to each Non-Extended Tranche A Term Loan and Extended Tranche A Term Loan that is a Eurodollar Loan will be the then-current Interest Period applicable to such Response Date in order existing Tranche A Term Loan from which it is converted with no conversion into a different Interest Period, or payment or prepayment of such Loan being, deemed to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant have occurred solely due to this Section 1.14 and any such extension shall be in Amendment or the sole discretion transactions described herein. Each existing Tranche A Term Loan of each of them. an Extending Tranche A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Term Lender that is a Non-Continuing Lender at Eurodollar Loan or an ABR Loan will be converted into an Extended Tranche A Term Loan in the time such request for extension is made and (y) any Continuing Lender at same proportion as the time amount of such request that has not consented in writing, within the time specified above, to any such request for the extension thereofLender’s Extended Tranche A Term Commitment Amount.

Appears in 1 contract

Sources: Incremental Facility Amendment (Crown Castle International Corp)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the applicable Extension Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Final Maturity Date then in effect be extended to the date which is one year occurring twelve (12) months after such existing Facility Final Maturity Date. Such request shall be accompanied by a certificate of an Authorized a Financial Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "each, an “Extension Response Date") which is 30 days prior to the applicable Extension Date or the relevant anniversary thereof, as the case may beDate, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Final Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the first anniversary of date occurring twelve (12) months after the then existing Facility Final Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Extension Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Extension Response Date in order to take such actions, including those contemplated by Section 1.15, actions with respect to any Lender that is a Non-Continuing Lender after giving effect to such Extension Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extensionextension (including actions contemplated by Section 2.17(b). The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 2.20, and any such extension shall be in the sole discretion of each of them. A Lender's Final ’s Maturity Date shall not be so extended pursuant to this Section 1.14 2.20 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof. It is understood and agreed that the Borrower shall have a total of two (2) opportunities to request an extension pursuant to this Section 2.20 and that each of such extension (if validly effected pursuant to this Section 2.20) shall extend the Final Maturity Date then in effect by twelve (12) months.

Appears in 1 contract

Sources: Credit Agreement (Reynolds American Inc)

Maturity Date Extensions. Prior to (but not less than 60 days nor more than 90 days prior to) the Extension first anniversary of the Measurement Date and prior to (but not less than 60 days nor more than 90 days prior to) each subsequent anniversary of the Extension Measurement Date, the Borrower may make a written request to the Administrative Agent, who shall forward a copy of each such request to each of the Continuing Lenders, that the Facility Maturity Date then in effect be extended to the date which is one year after such existing Facility Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may beany such anniversary, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to the such first anniversary of the then existing Facility Maturity Date. In the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response Date, the Borrower may extend the deadline for obtaining such percentage to the 30th day following such Response Date in order to take such actions, including those contemplated by Section 1.15, with respect to any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage of Lenders constituting Continuing Lenders to permit such extension. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 and any such extension shall be in the sole discretion of each of them. A Lender's Final Maturity Date shall not be so extended pursuant to this Section 1.14 for (x) any Lender that is a Non-Continuing Lender at the time such request for extension is made and (y) any Continuing Lender at the time of such request that has not consented in writing, within the time specified above, to any such request for the extension thereof.

Appears in 1 contract

Sources: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)

Maturity Date Extensions. Prior (a) So long as the Extension Requirements are satisfied at the time of the delivery of such notice, Borrower may, by a written notice delivered to (but the Administrative Agent not less than 60 days nor more than 90 ninety (90) days prior to) to the Extension Date and prior to (but not less than 60 days nor more than 90 days prior to) each anniversary of the Extension original Maturity Date, the Borrower may make request (pursuant to a written request to the Administrative Agent, who shall forward a copy of each single such request to each of the Continuing Lenders, request) that the Facility original Maturity Date then in effect be extended to the date which is one year after such existing Facility (the “First Extended Maturity Date. Such request shall be accompanied by a certificate of an Authorized Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing. If, by the date (a "Response Date") which is 30 days prior to the Extension Date or the relevant anniversary thereof, as the case may be, Continuing Lenders which are not Defaulting Lenders holding at least a majority of the Commitments held by Continuing Lenders which are not Defaulting Lenders agree thereto in writing, the Facility Maturity Date, and the Final Maturity Date of each Continuing Lender then consenting, shall be automatically extended to day immediately preceding the first anniversary of the then existing Facility original Maturity Date. In So long as the event that the Borrower has not obtained the requisite percentage of Continuing Lenders to permit an extension by the relevant Response DateExtension Requirements are satisfied, the Borrower may extend the deadline for obtaining original Maturity Date shall be extended on such percentage date to the 30th day following such Response First Extended Maturity Date in order to take such actions, including those contemplated by Section 1.15, with respect to without any Lender that is a Non-Continuing Lender after giving effect to such Response Date in order to obtain the requisite percentage further consent of Lenders constituting Continuing Lenders to permit such extensionLenders. The Administrative Agent shall promptly notify the Borrower and each Lender of (i) its receipt of the notice of extension described in this clause (a) and (ii) the effectiveness of any such extension. No Lender shall be obligated to grant any extensions pursuant to this Section 1.14 and any such extension shall be in of the sole discretion of each of them. A Lender's Final original Maturity Date shall not be so extended pursuant to this Section 1.14 for Date. (xb) any Lender that is a Non-Continuing Lender at So long as the time such request for extension is made and (y) any Continuing Lender Extension Requirements are satisfied at the time of the delivery of such request notice, Borrower may, by a written notice delivered to the Administrative Agent not less than ninety (90) days prior to the First Extended Maturity Date, request, pursuant to a single such request, that has not consented the First Extended Maturity Date be extended to the date (the “Second Extended Maturity Date”) which is the day immediately preceding the first anniversary of the First Extended Maturity Date. So long as the Extension Requirements are satisfied, the First Extended Maturity Date shall be extended on such date without any further consent of Lenders. The Administrative Agent shall promptly notify each Lender of (i) its receipt of the notice of extension described in writing, within this clause (b) and (ii) the time specified above, to effectiveness of any such request for extension of the extension thereofFirst Extended Maturity Date.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)