Certain Payments to the Non-Extending Banks. Each of the Extending Banks hereby acknowledges and agrees that, on the Non-Extended Maturity Date (i) the Revolving Credit (together with interest and fees applicable thereto) of each Non-Extending Bank shall become due and payable, (ii) the Revolving Credit Commitment Amount of each Non-Extending Bank shall terminate and (iii) to the extent provided in Section 3.6, the participating interests of each Non-Extending Bank in undrawn Letters of Credit and Swingline Loans shall terminate and be reallocated (as set forth therein). Furthermore, such repayments and terminations required to be made to the Non-Extending Banks on the Non-Extended Maturity Date shall not be subject to the pro rata sharing provisions of this Agreement (vis-à-vis) the Extending Banks, including without limitation Sections 10.1(a) and 10.3 hereof, unless the Revolving Credit Maturity Date for all of the Banks has occurred on or before such date. Upon the foregoing repayment to the Non-Extending Banks, the Agent shall distribute to the Extending Banks and the Company a revised Schedule 1.2 (giving effect to the new Percentages resulting therefrom and from any assignments relating thereto), and all outstanding Advances of the Revolving Credit (if any) shall be reallocated among the Extending Banks based on such new Percentages.
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Samples: Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp)
Certain Payments to the Non-Extending Banks. Each of the Extending Banks hereby acknowledges and agrees that, on the Non-Extended Maturity Date (i) the Revolving Credit (together with interest and fees applicable thereto) of each Non-Extending Bank shall become due and payable, (ii) the Revolving Credit Commitment Amount of each Non-Extending Bank shall terminate and (iii) to the extent provided in Section 3.6, the participating interests of each Non-Extending Bank in undrawn Letters of Credit and Swingline Loans shall terminate and be reallocated (as set forth therein). Furthermore, such repayments and terminations required to be made to the Non-Extending Banks on the Non-Extended Maturity Date shall not be subject to the pro rata sharing provisions of this Agreement (vis-à-vis) the Extending Banks, including without limitation Sections 10.1(a) and 10.3 hereof, unless the Revolving Credit Maturity Date for all of the Banks has occurred on or before such date. Upon the foregoing repayment to the Non-Extending Banks, the Agent shall distribute to the Extending Banks and the Company a revised Schedule 1.2 (giving effect to the new Percentages resulting therefrom and from any assignments relating thereto), and all outstanding Advances of the Revolving Credit (if any) shall be reallocated among the Extending Banks based on such new Percentages.
9. Section 12.18 of the Credit Agreement is amended (a) to insert the words “and Banking Product Obligations” at the end of the title of such Section before the period (b) to replace the second reference to Banks in the first sentence of such section with the phrase “lender of Advances” and (b) to insert the words “or Banking Product Obligations” immediately following the words “Hedging Agreements” in the last sentence of such section.
10. Section 13.14(a) of the Credit Agreement is amended by amended and restating the first sentence of such Section in its entirety as follows:
11. Schedule 1.2 of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Attachment 1.
12. The Agent and the undersigned Lenders agree that for purposes of the first paragraphs of each of Sections 7, 8 and 12.16(b)1(i) of the Credit Agreement, that payment in full of the Indebtedness as specified therein shall not require the payment of contingent indemnification obligations and other obligations not then payable which expressly survive the termination of the Loan Documents, in any such case not then due and payable and as to which no claim has yet been asserted.
13. The Security Agreement is hereby amended by (a) amending the first paragraph of Article IV thereof by inserting “, and other than indebtedness and obligations arising under Banking Product Obligations, Net Hedging Obligations, or Hedging Obligations” in the third line thereof immediately after the phrase “yield protection obligations” and before the closing parenthesis and (b) amending Section 7.12 thereof by inserting “, and other than indebtedness and obligations arising under Banking Product Obligations, Net Hedging Obligations, or Hedging Obligations (except to the extent any amounts have become due and payable thereunder or in respect thereof)” in the fourth line thereof immediately after the word “accrued” and before the closing parenthesis.
14. Subject to Section 12.15 of the Credit Agreement, those titles shown on the signature pages to this Third Amendment and Extension Agreement are awarded to the Banks, as applicable, in replacement of any previously awarded titles.
15. This Third Amendment and Extension Agreement shall become effective (the “Effective Date”) according to the terms and as of the date hereof, upon satisfaction of the following conditions:
(a) receipt by the Agent of .pdf copies (followed by prompt delivery of original signatures) of counterpart originals of:
(i) this Third Amendment and Extension Agreement, duly executed and delivered by the Company and the requisite Banks;
(ii) a new Note duly executed and delivered by the Company for each Bank requesting the same;
(iii) a Reaffirmation of Loan Documents duly executed and delivered by the Company and each of the Guarantors;
(iv) a certificate from the secretary (or other authorized officer) of Company and each Guarantor certifying: (A) as to the adoption of authorizing resolutions in connection with this Third Amendment and Extension Agreement and the Loan Documents and attaching true and correct copies thereof, (B) that no consents or authorizations of any third parties are required in connection therewith, and (C) that either there have been no changes to the organizational documents of such party previously delivered to Agent or that true and accurate copies of organizational documents are being provided to Agent with such certificate, and
(b) Company shall have paid to Agent and the applicable Banks all interest, fees and other amounts, if any, due and owing to the Agent and such Banks as of the Effective Date, including, without limitation, payment of the fees required to be paid in accordance with the terms of that certain Fee Letter dated May 31, 2017. Agent shall give notice to Company and the Banks of the occurrence of the effectiveness of this Third Amendment and Extension Agreement. On such date, the outstanding Advances shall be reallocated among the Banks in accordance with Section 2.17(b) of the Credit Agreement and Attachment 1 hereto, taking into account the increases in the Revolving Credit Commitment Amounts of the Extending Banks pursuant thereto.
16. Company hereby certifies that (a) all necessary actions have been taken by the Company to authorize execution and delivery of this Third Amendment and Extension Agreement and (b) after giving effect to this Third Amendment and Extension Agreement, no Default or Event of Default has occurred and is continuing on the Effective Date.
17. The Company ratifies and confirms, as of the date hereof and after giving effect to the amendments contained herein, each of the representations and warranties set forth in Sections 6.1 through 6.19, inclusive, of the Credit Agreement and acknowledges that such representations and warranties are and shall remain continuing representations and warranties during the entire life of the Credit Agreement.
18. Except as specifically set forth above, this Third Amendment and Extension Agreement shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents, or to constitute a waiver by the Banks or Agent of any right or remedy under or a consent to any transaction not meeting the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents.
19. Unless otherwise defined to the contrary herein, all capitalized terms used in this Third Amendment and Extension Agreement shall have the meaning set forth in the Credit Agreement.
20. This Third Amendment and Extension Agreement may be executed in counterparts in accordance with Section 13.10 of the Credit Agreement.
21. This Third Amendment and Extension Agreement shall be construed in accordance with and governed by the laws of the State of Michigan.
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Certain Payments to the Non-Extending Banks. Each of the Extending Banks hereby acknowledges and agrees that, on the Non-Extended Maturity Date (i) the Revolving Credit (together with interest and fees applicable thereto) of each Non-Extending Bank shall become due and payable, (ii) the Revolving Credit Commitment Amount of each Non-Extending Bank shall terminate and (iii) to the extent provided in Section 3.6, the participating interests of each Non-Extending Bank in undrawn Letters of Credit and Swingline Loans shall terminate and be reallocated (as set forth therein). Furthermore, such repayments and terminations required to be made to the Non-Extending Banks on the Non-Extended Maturity Date shall not be subject to the pro rata sharing provisions of this Agreement (vis-à-vis) the Extending Banks, including without limitation Sections 10.1(a) and 10.3 hereof, unless the Revolving Credit Maturity Date for all of the Banks has occurred on or before such date. Upon the foregoing repayment to the Non-Extending Banks, the Agent shall distribute to the Extending Banks and the Company a revised Schedule 1.2 (giving effect to the new Percentages resulting therefrom and from any assignments relating thereto), and all outstanding Advances of the Revolving Credit (if any) shall be reallocated among the Extending Banks based on such new Percentages.the
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