Commitment Extensions. (a) The Company may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request. (b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company. (c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date. (d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders. (e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 days before any prior to the first or second anniversary of the Third Restatement Effective Closing Date (eacheach such date, an “Anniversary Date”), but no more than twice request that each Lender extend such Lender’s Commitment Termination Date to the date falling one year after the Commitment Termination Date then in totaleffect for such Lender hereunder (the “Existing Commitment Termination Date”).
(ii) Each Lender, acting in its sole and individual discretion, shall, by notice to the Managing Administrative Agent, request that Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the Revolving Credit Termination Date then in effect date (the “Existing Revolving Credit Termination Notice Date”) be extended 20 days prior to the date 364 days after the Existing Revolving Credit Termination such Anniversary Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date in effect for each Non-Extending Lender, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant an Anniversary Date no Default has occurred and is continuing and the representations and warranties Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateDate, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days falling one year after the Existing Revolving Credit Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s respective Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it 20th day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) . The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending any Declining Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Revolving Credit Termination Maturity Date; ”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and each applicable Borrower any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall pay in full be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Termination Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date all amounts payable pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each Non-Extending Lender hereundersuch extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 2 contracts
Samples: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Commitment Extensions. (ai) The Company Borrower may, by written notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 days before prior to any anniversary of the Third Restatement Effective Date (eacheach such date, an “Anniversary Date”), but no request that each Lender extend such Xxxxxx’s Commitment Termination Date to the date falling one year after the Commitment Termination Date then in effect for such Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i) not more than twice two times.
(ii) Each Lender, acting in totalits sole and individual discretion, shall, by notice to the Managing Administrative Agent, request that Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the Revolving Credit Termination Date then in effect date (the “Existing Revolving Credit Termination Notice Date”) be extended 20 days prior to the date 364 days after the Existing Revolving Credit Termination such Anniversary Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative 16605535v6 24740.00262 32 Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date in effect for each Non-Extending Lender, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant an Anniversary Date no Default has occurred and is continuing and the representations and warranties Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateDate, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days falling one year after the Existing Revolving Credit Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s respective Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it 20th day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s determination Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not earlier than 30 days and not later than 20 days exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the relevant Anniversary then Existing Maturity Date.
(d) The Company , to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the right foregoing, no extension of the Maturity Date pursuant to accept Commitments from New Lenders, this paragraph shall become effective unless (x) the Borrower shall have satisfied each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company conditions precedent set forth in Section 3 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall be true and correct in all material respects on and as have received a certificate to that effect dated the applicable effective date of such Anniversary Date as though made extension and executed by a Responsible Officer of the Parent Guarantor, (y) on and as or before the proposed effective date of such dateextension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and subject attaching the resolutions adopted by such Obligor approving or consenting to each New Lender having executed a New Lender Supplement such extension and (z) to the extent required to be paid on the effective date of which such New Lender extension, the Borrower shall become a Lender for have paid all purposes and fees required to be paid by it to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender Administrative Agent and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments Lenders and all legal fees and expenses of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date Administrative Agent to the extent of such increased invoiced and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of received by the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderBorrower.
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 60 days and not later than 45 days before any anniversary each of the Third Restatement Effective first two anniversaries of the Closing Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company Borrower and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the CompanyBorrower.
(c) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company Borrower may in its sole discretion, discretion offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable the Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (a) The Company may, not earlier than 75 60 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, by written notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 days before any prior to the first or second anniversary of the Third Restatement Effective Date (eacheach such date, an “Anniversary Date”), but no more than twice request that each Lender extend such Lender’s Commitment Termination Date to the date falling one year after the Commitment Termination Date then in totaleffect for such Lender hereunder (the “Existing Commitment Termination Date”). 7552140v7 19897.00013
(ii) Each Lender, acting in its sole and individual discretion, shall, by notice to the Managing Administrative Agent, request that Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the Revolving Credit Termination Date then in effect date (the “Existing Revolving Credit Termination Notice Date”) be extended 20 days prior to the date 364 days after the Existing Revolving Credit Termination such Anniversary Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date in effect for each Non-Extending Lender, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant an Anniversary Date no Default has occurred and is continuing and the representations and warranties Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateDate, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days falling one year after the Existing Revolving Credit Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement. 7552140v7 19897.00013
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Commitment Extensions. (ai) The Company may, not earlier than 75 days (on its own behalf and not later than 45 days before any anniversary on behalf of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in totalother Borrowers) may, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 60 days and not less than 40 days prior to the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date "), ------------------------------------ request that each Lender extend such Lender's Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") that is ----------- 20 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall notify -------------------- the Administrative Agent(which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before 364-DAY CREDIT AGREEMENT the Notice Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company of each Lender’s 's determination not earlier than 30 days and not under this Section 2.05(b) no later than 20 the date 15 days prior to the relevant Anniversary DateExisting Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(div) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Existing Commitment Termination Date to accept Commitments from New replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment --------------------- Lender") with the approval of the Administrative Agent and the ------ Syndication Agent (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assumption and Acceptance pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be acceptable in addition to such Lender's Commitment hereunder on such date).
(v) If (and only if) the Managing Administrative Agent, in an aggregate amount not exceeding total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a "Lender" for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Commitment Termination Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitmentthis Section 2.05(b) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable not be effective with respect to each Non-Extending any Lender hereunder.unless:
Appears in 1 contract
Samples: 364 Day Multicurrency Credit Agreement (Solutia Inc)
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 60 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Revolving Credit Termination Date”), but no more than twice in total, by notice to the Managing Administrative Agent, Agent request that the Revolving Credit Termination Date then in effect (the “"Existing Revolving Credit Termination Date”") be extended to the date 364 days after the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension renew its Commitment (an “"Extending Lender”"), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no not earlier than 45 days and not later than 30 days prior to such Anniversary the Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “"Non-Extending Lender”". If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s 's determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Existing Revolving Credit Termination Date.
(d) The Company Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding equal to the aggregate amount of the Commitments of the any Non-Extending LendersLender, provided that the Company may in its sole discretion, offer to Extending Lenders shall have the option right to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ ' Commitments before substituting the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Existing Revolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Company Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary the Existing Revolving Credit Termination Date the Commitment of each Extending Lender Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; , provided that the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall in any event terminate on the Existing Revolving Credit Termination Date; Date and each applicable the Borrower shall pay CREDIT AGREEMENT in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 45 days and not less than 30 days prior to the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date "), request that each Lender extend such Lender's Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") 20 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender). The Commitments of Non-Extending Lenders shall terminate on the then Existing Commitment Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower in writing of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more New Lenders (each, an Credit Agreement "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the Company and the Managing Administrative Agent Non-Extending Lenders' Commitments (any such consent of the Managing Administrative Agent not increases by such Lenders to be unreasonably withheld), subsequently become an Extending Lender by notice allocated as nearly as practicable on a pro rata basis among such Lenders based upon their Commitments as in effect immediately prior to the Managing Administrative Agent and the CompanyExisting Commitment Termination Date).
(cv) The Managing Administrative Agent shall promptly notify If (and only if) the Company total of each the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders (including the additional Commitment of any Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding more than 50% of the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a "Lender" for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.05(b) shall be reduced pro rata effective with respect to any Lender only if:
(1) no Default or Event of Default shall have occurred and be continuing on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans date of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if notice requesting such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate extension or on the Existing Revolving Credit Commitment Termination Date; Date and each applicable of the representations and warranties of the Borrower contained in Section 4.01 shall be true and correct on and as of the date of such extension as if made on and as of such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date); and
(2) the Borrower shall pay have paid in full on the Existing Revolving Credit Termination Date all amounts payable owing to each Non-Extending Lender hereunder.hereunder on or before the Commitment Termination Date of such Lender. Credit Agreement
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 45 days and not later less than 45 30 days before prior to any anniversary two anniversaries of the Third Restatement Effective Date (eacheach such anniversary, an “Anniversary Date”), but no more request that the Lenders (other than twice the Designated Bidders) extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in totaleffect hereunder (the “Existing Commitment Termination Date”). Each such Lender, acting in its sole discretion, shall, by notice to the Managing Borrower and the Administrative AgentAgent given no later than the date (herein, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Consent Date”) be extended that is 25 days prior to such Anniversary Date (or, if such date is not a Business Day, the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lendernext succeeding Business Day), in its sole discretion, shall advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) so agree. If and only if (i) more than 50% each of the total Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has advised the Commitments is extended Borrower and the Administrative Agent of its agreement to extend the Commitment Termination Date as aforesaid on or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Consent Date, then the Commitment Termination Date no Default has occurred and shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default or Event of such date, Default shall have occurred and subject to be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and, second, third and fourth anniversary of the RestatementSixth Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days . The Commitment of any Declining Lender shall terminate on the then existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the relevant Anniversary “Existing Maturity Date.
(d) ”). The Company shall have the right to accept Commitments from New principal amount of any outstanding Loans made by Declining Lenders, each together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of which such Declining Lenders hereunder, shall be acceptable due and payable on the Existing Maturity Date, and on the Existing Maturity Date the BorrowersBorrower shall also make such other prepayments of their respective Loans pursuant to Section 4.015.01 as shall be required in order that, after giving effect to the Managing Administrative Agenttermination of the Commitments of, in an aggregate amount and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s Total Unutilized Commitment shall exceed such Lender’s Commitment and (ii) the sum of the Total Commitments of all the Lenders shall not exceeding exceed the aggregate amount sum of the Commitments of all Lenders. Notwithstanding the Non-Extending Lendersforegoing provisions of this paragraph, provided that the Company may in its sole discretionBorrower shall have the right, offer pursuant to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting Section 1.132.13, at any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately time prior to the relevant Anniversary Date then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and any such replacementReplacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no Default has occurred and is continuing and the representations and warranties extension of the Company Maturity Date pursuant to this paragraph shall become effective unless the Borrower shall have satisfied each of thesuch conditions precedent set forth in Section 3 shall be true Sections 5.02, 5.03, 5.08, 5.09, 5.11 and correct 5.12, modified, in all material respects on and each case, as of such Anniversary Date as though made on and as of such date, and subject appropriate to apply to each New Lender having executed a New Lender Supplement (on such extensionas the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending consenting Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderrequire.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (ai) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 30 days before prior to any anniversary two anniversaries of the Third Restatement Effective Date (eacheach such anniversary, an “Anniversary Date”), but no more than twice request that the Lenders extend the Commitment Termination Date for an additional one‑year period from the Commitment Termination Date then in totaleffect hereunder (the “Existing Commitment Termination Date”).
(ii) Each such Lender, acting in its sole discretion, shall, by notice to the Managing Borrower and the Administrative AgentAgent given no later than the date (herein, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Consent Date”) be extended to the date 364 that is 20 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify date of the Lenders of extension request (or, if such request.
(b) Each Lenderdate is not a Business Day, in its sole discretionthe next succeeding Business Day), shall advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment Termination Date (a “Non‑Extending Lender”) shall so notify the Managing Administrative Agent (which shall notify the other Lenders) of such fact promptly after making such determination (but in any event no later than the Consent Date) and is herein called a “Non-Extending Lender”. If a any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Non‑Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not under this Section no later than 20 the date 25 days prior to after the relevant Anniversary Datedate of the extension request (or, if such date is not a Business Day, on the next preceding Business Day).
(div) The Company shall have If and only if the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount total of the Commitments of the Non-Extending Lenders, provided Lenders that the Company may have agreed to extend their Commitment Termination Date (after giving effect to any substitution of Lenders in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”accordance with Section 8.12) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) shall be more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) aggregate Revolving Credit Commitment in effect immediately prior to the relevant applicable Anniversary Date, then, effective as of such Anniversary Date, the Commitment Termination Date no Default has occurred and of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default or Event of such date, Default shall have occurred and subject to be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (a) The Company may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Second Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, by written notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 days before prior to any anniversary of the Third Restatement Effective Date (eacheach such date, an “Anniversary Date”), but no request that each Lender extend such Lender’s Commitment Termination Date to the date falling one year after the Commitment Termination Date then in effect for such Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i) not more than twice two times. 733301099 15483412
(ii) Each Lender, acting in totalits sole and individual discretion, shall, by notice to the Managing Administrative Agent, request that Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the Revolving Credit Termination Date then in effect date (the “Existing Revolving Credit Termination Notice Date”) be extended 20 days prior to the date 364 days after the Existing Revolving Credit Termination such Anniversary Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date in effect for each Non-Extending Lender, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant an Anniversary Date no Default has occurred and is continuing and the representations and warranties Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateDate, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days falling one year after the Existing Revolving Credit Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement. 733301099 15483412
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 30 days before prior to any anniversary two anniversaries of the Third Restatement Effective Date (eacheach such anniversary, an “Anniversary Date”), but no more than twice request that the Lenders extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in totaleffect hereunder (the “Existing Commitment Termination Date”).
(ii) Each such Lender, acting in its sole discretion, shall, by notice to the Managing Borrower and the Administrative AgentAgent given no later than the date (herein, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Consent Date”) be extended to the date 364 that is 20 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify date of the Lenders of extension request (or, if such request.
(b) Each Lenderdate is not a Business Day, in its sole discretionthe next succeeding Business Day), shall advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not under this Section no later than 20 the date 25 days prior to after the relevant Anniversary Datedate of the extension request (or, if such date is not a Business Day, on the next preceding Business Day).
(div) The Company shall have If and only if the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount total of the Commitments of the Non-Extending Lenders, provided Lenders that the Company may have agreed to extend their Commitment Termination Date (after giving effect to any substitution of Lenders in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”accordance with Section 8.12) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) shall be more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) aggregate Revolving Credit Commitment in effect immediately prior to the relevant applicable Anniversary Date, then, effective as of such Anniversary Date, the Commitment Termination Date no Default has occurred and of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default or Event of such date, Default shall have occurred and subject to be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 60 days and not later than 45 days before any anniversary of the Third Restatement Effective Closing Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company Borrower and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the CompanyBorrower.
(c) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company Borrower may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable the Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, by written notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 60 days and not later less than 45 days before prior to any anniversary of the Third Restatement Effective Date (eacheach such date, an “Anniversary Date”), but no request that each Lender extend such Xxxxxx’s Commitment Termination Date to the date falling one year after the Commitment Termination Date then in effect for such Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i)Section 2.04(b)(i) not more than twice two times.
(ii) Each Lender, acting in totalits sole and individual discretion, shall, by notice to the Managing Administrative Agent, request that Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the Revolving Credit Termination Date then in effect date (the “Existing Revolving Credit Termination Notice Date”) be extended 20 days prior to the date 364 days after the Existing Revolving Credit Termination such Anniversary Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower 733301099 15483412 30 and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date in effect for each Non-Extending Lender, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant an Anniversary Date no Default has occurred and is continuing and the representations and warranties Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateDate, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days falling one year after the Existing Revolving Credit Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly notify the Lenders) not more than 45 days and not less than 30 days prior to each anniversary of the Effective Date (each such anniversary, an "Anniversary Date"), request that the Revolving Credit Lenders (other than the Designated Bidders) extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date"). The Managing Administrative Agent shall promptly notify the Lenders of Each such request.
(b) Each Lender, acting in its sole discretion, shall shall, by notice to the Borrower and the Administrative Agent given no later than the date (herein, the "Consent Date") that is 25 days prior to such Anniversary Date (or, if such date is not a Business Day, the next succeeding Business Day), advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) so agree. If and only if (i) more than 50% each of the total Lenders has advised the Borrower and the Administrative Agent of its agreement to extend the Commitments is extended Commitment Termination Date as aforesaid on or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement)Consent Date, then effective on such Anniversary Date the Commitment of each Extending Lender Termination Date shall be extended automatically, without any other action by any Person, to the date 364 days that is one year after the Existing Revolving Credit Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first, second, third and fourth anniversary of the SixthSeventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days . The Commitment of any Declining Lender shall terminate on the then existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the relevant Anniversary “Existing Maturity Date.
(d) ”). The Company shall have the right to accept Commitments from New principal amount of any outstanding Loans made by Declining Lenders, each together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of which such Declining Lenders hereunder, shall be acceptable due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of their respective Loans pursuant to Section 5.01 as shall be required in order that, after giving effect to the Managing Administrative Agenttermination of the Commitments of, in an aggregate amount and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s Total Unutilized Commitment shall exceed such Lender’s Commitment and (ii) the sum of the Total Commitments of all the Lenders shall not exceeding exceed the aggregate amount sum of the Commitments of all Lenders. Notwithstanding the Non-Extending Lendersforegoing provisions of this paragraph, provided that the Company may in its sole discretionBorrower shall have the right, offer pursuant to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting Section 2.13, at any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately time prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such datethen Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which any such New Replacement Lender shall become a Lender for all purposes and to constitute a Consenting Lender. Notwithstanding the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement)foregoing, then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments no extension of the Non-Extending Maturity Date pursuant to this paragraph shall become effective unless the Borrower shall have satisfied such conditions precedent as the consenting Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderrequire.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (ai) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 75 45 days and not later less than 45 30 days before any prior to each anniversary of the Third Restatement Effective Date (eacheach such anniversary, an “Anniversary Date”), but no more request that the Lenders (other than twice the Designated Bidders) extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in totaleffect hereunder (the “Existing Commitment Termination Date”). Each such Lender, acting in its sole discretion, shall, by notice to the Managing Borrower and the Administrative AgentAgent given no later than the date (herein, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Consent Date”) be extended that is 25 days prior to such Anniversary Date (or, if such date is not a Business Day, the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lendernext succeeding Business Day), in its sole discretion, shall advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) so agree. If and only if (i) more than 50% each of the total Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has advised the Commitments is extended Borrower and the Administrative Agent of its agreement to extend the Commitment Termination Date as aforesaid on or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Consent Date, then the Commitment Termination Date no Default has occurred and shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default shall have occurred and be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s respective Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it 20th day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s determination Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not earlier than 30 days and not later than 20 days exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the relevant Anniversary then Existing Maturity Date.
(d) The Company , to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the right foregoing, no extension of the Maturity Date pursuant to accept Commitments from New Lenders, this paragraph shall become effective unless (x) the Borrower shall have satisfied each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company conditions precedent set forth in Section 3 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall be true and correct in all material respects on and as have received a certificate to that effect dated the applicable effective date of such Anniversary Date as though made extension and executed by a Responsible Officer of the Parent Guarantor, (y) on and as or before the proposed effective date of such dateextension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and subject attaching the resolutions adopted by such Obligor approving or consenting to each New Lender having executed a New Lender Supplement such extension and (z) to the extent required to be paid on the effective date of which such New Lender extension, the Borrower shall become a Lender for have paid all purposes and fees required to be paid by it to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender Administrative Agent and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments Lenders and all legal fees and expenses of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date Administrative Agent to the extent of such increased invoiced and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of received by the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderBorrower.
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days . The Commitment of any Declining Lender shall terminate on the then existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the relevant Anniversary “Existing Maturity Date.
(d) ”). The Company shall have the right to accept Commitments from New principal amount of any outstanding Loans made by Declining Lenders, each together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of which such Declining Lenders hereunder, shall be acceptable due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their respective Loans pursuant to Section 4.01 as shall be required in order that, after giving effect to the Managing Administrative Agenttermination of the Commitments of, in an aggregate amount and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s Total Unutilized Commitment shall exceed such Lender’s Commitment and (ii) the sum of the Total Commitments of all the Lenders shall not exceeding exceed the aggregate amount sum of the Commitments of all Lenders. Notwithstanding the Non-Extending Lendersforegoing provisions of this paragraph, provided the Borrower shall have the right, pursuant to Section 1.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the Company may foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless the Borrower shall have satisfied each of the conditions precedent set forth in its sole discretionSections 5.02, offer 5.03, 5.08, 5.09, 5.11 and 5.12, modified, in each case, as appropriate to Extending Lenders the option apply to increase their Commitments (each such Lender being herein called an “Increasing Lenderextension.”) up to the aggregate amount
2. Section 9.07 of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCredit Agreement is hereby amended by deleting the text “2.75:1.00” appearing therein and inserting the text “3.25:1.00” in lieu thereof.
(e) If and only if 3. The definition of the term “Applicable Margin” appearing in Section 11 of the Credit Agreement is hereby amended by (i) more deleting the text “as if the Leverage Ratio were greater than 50% 2.25:1.00” appearing in the second paragraph of said definition and inserting the total of text “as if the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, Leverage Ratio were greater than 2.75:1.00” in lieu thereof and (ii) immediately prior deleting the Leverage Ratio table appearing in said definition and inserting the following table in lieu thereof: Leverage Ratio Swingline Loans as Eurodollar Loans Fee Percentage Equal to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties or less than 0.50:1.00 0.00 % 0.40 % 0.10 % Greater than 0.50:1.00 but less than or equal to 1.00:1.00 0.00 % 0.50 % 0.125 % Leverage Ratio Swingline Loans as Eurodollar Loans Fee Percentage Greater than 1.00:1.00 but less than or equal to 1.50:1.00 0.00 % 0.60 % 0.15 % Greater than 1.50:1.00 but less than or equal to 1.75:1.00 0.00 % 0.675 % 0.20 % Greater than 1.75:1.00 but less than or equal to 2.25:1.00 0.00 % 0.875 % 0.25 % Greater than 2.25:1.00 but less than or equal to 2.75:1.00 0.20 % 1.075 % 0.30 % Greater than 2.75:1.00 0.30 % 1.275 % 0.35 %
4. The definition of the Company set forth term “Maturity Date” appearing in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments 11 of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to Credit Agreement is hereby amended by deleting the extent of such increased text “June 6, 2011” appearing in said definition and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans inserting the text “October 5, 2012 or the applicable anniversary thereof as determined in accordance with Section 3.04” in lieu thereof.
5. Section 11 of the Lenders to be held on a pro rata basis among all Lenders; Credit Agreement is hereby amended by inserting in the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on appropriate alphabetical order the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.following new definitions:
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 60 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Revolving Credit Termination Date”), but no more than twice in total, by notice to the Managing Administrative Agent, Agent request that the Revolving Credit Termination Date then in effect (the “"Existing Revolving Credit Termination Date”") be extended to the date 364 days after the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension renew its Commitment (an “"Extending Lender”"), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no CREDIT AGREEMENT not earlier than 45 days and not later than 30 days prior to such Anniversary the Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “"Non-Extending Lender”". If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s 's determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Existing Revolving Credit Termination Date.
(d) The Company Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding equal to the aggregate amount of the Commitments of the any Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders shall have the option right to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ ' Commitments before substituting the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Existing Revolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Company Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary the Existing Revolving Credit Termination Date the Commitment of each Extending Lender Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; , provided that the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall in any event terminate on the Existing Revolving Credit Termination Date; Date and each applicable the Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 60 days and not less than 55 days prior to the Commitment Termination Date then in effect hereunder (the “Existing Revolving Credit Commitment Termination Date”) ), request that the Commitment Termination Date be extended to the date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of Borrower may make such requestan extension request only once.
(bii) Each Lender, in its sole discretion, shall shall, by notice to the Administrative Agent given no later than the date (the “Consent Date”) 45 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If Each Lender that does not agree to extension of the Commitment Termination Date (a “Non-Consenting Lender”) shall use its reasonable efforts promptly to so notify the Administrative Agent (which shall notify the other Lenders). Any Lender that does not notify the Administrative Agent on or before the Consent Date that it agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Consenting Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not later than 20 under this Section 2.04(b) on or before the date 35 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Existing Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right before the Existing Commitment Termination Date to replace each Non-Consenting Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) reasonably acceptable to the Administrative Agent, each of which Additional Commitment Lenders shall have entered into an Assumption Agreement pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend the Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, (x) the Commitment Termination Date shall be Credit Agreement NY3:#7412630v16 extended to the date falling 364 days after the Existing Commitment Termination Date (or, if such date is not a Business Day, to the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement, and (y) the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Consenting Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall automatically terminate on the Existing Revolving Credit Commitment Termination Date; and each applicable Borrower shall pay in full on .
(vi) Notwithstanding the Existing Revolving Credit foregoing, the extension of the Commitment Termination Date all amounts payable pursuant to each Non-Extending Lender hereunder.this Section 2.04(b) shall be effective only if:
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s respective Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it 20th day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) . The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending any Declining Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Revolving Credit Termination Maturity Date; ”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and each applicable Borrower any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall pay in full be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Termination Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date all amounts payable pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each Non-Extending Lender hereunder.of the conditions precedent set forth in Sections 4.01(e) and
Appears in 1 contract
Samples: Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Restatement Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days . The Commitment of any Declining Lender shall terminate on the then existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the relevant Anniversary “Existing Maturity Date.
(d) ”). The Company shall have the right to accept Commitments from New principal amount of any outstanding Loans made by Declining Lenders, each together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of which such Declining Lenders hereunder, shall be acceptable due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their respective Loans pursuant to Section 4.01 as shall be required in order that, after giving effect to the Managing Administrative Agenttermination of the Commitments of, in an aggregate amount and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s Total Unutilized Commitment shall exceed such Lender’s Commitment and (ii) the sum of the Total Commitments of all the Lenders shall not exceeding exceed the aggregate amount sum of the Commitments of all Lenders. Notwithstanding the Non-Extending Lendersforegoing provisions of this paragraph, provided that the Company may in its sole discretionBorrower shall have the right, offer pursuant to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting Section 1.13, at any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately time prior to the relevant Anniversary Date then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no Default has occurred and is continuing and the representations and warranties extension of the Company Maturity Date pursuant to this paragraph shall become effective unless the Borrower shall have satisfied each of the conditions precedent set forth in Section 3 shall be true Sections 5.02, 5.03, 5.08, 5.09, 5.11 and correct 5.12, modified, in all material respects on and each case, as of such Anniversary Date as though made on and as of such date, and subject appropriate to apply to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderextension.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 60 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Revolving Credit Termination Date”), but no more than twice in total, by notice to the Managing CREDIT AGREEMENT Administrative Agent, Agent request that the Revolving Credit Termination Date then in effect (the “"Existing Revolving Credit Termination Date”") be extended to the date 364 days after the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension renew its Commitment (an “"Extending Lender”"), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no not earlier than 45 days and not later than 30 days prior to such Anniversary the Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “"Non-Extending Lender”". If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s 's determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Existing Revolving Credit Termination Date.
(d) The Company Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding equal to the aggregate amount of the Commitments of the any Non-Extending LendersLender, provided that the Company may in its sole discretion, offer to Extending Lenders shall have the option right to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ ' Commitments before substituting the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Existing Revolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Company Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary the Existing Revolving Credit Termination Date the Commitment of each Extending Lender Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; , provided that the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall in any event terminate on the Existing Revolving Credit Termination Date; Date and each applicable the Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mastercard Inc)
Commitment Extensions. (ai) The Company may, not earlier than 75 days (on its own behalf and not later than 45 days before any anniversary on behalf of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in totalother Borrowers) may, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 60 days and not less than 40 days prior to the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date "), ------------------------------------ request that each Lender extend such Lender's Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") that is 20 days prior to the Existing Commitment ----------- Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a 364-DAY CREDIT AGREEMENT Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending ------------- Lender”. If a ") shall notify the Administrative Agent (which shall notify the ------ other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company of each Lender’s 's determination not earlier than 30 days and not under this Section 2.05(b) no later than 20 the date 15 days prior to the relevant Anniversary DateExisting Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(div) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Existing Commitment Termination Date to accept Commitments from New replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment --------------------- Lender") with the approval of the Administrative Agent and the ------ Syndication Agent (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assumption and Acceptance pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be acceptable in addition to such Lender's Commitment hereunder on such date).
(v) If (and only if) the Managing Administrative Agent, in an aggregate amount not exceeding total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a "Lender" for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Commitment Termination Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitmentthis Section 2.05(b) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable not be effective with respect to each Non-Extending any Lender hereunder.unless:
Appears in 1 contract
Samples: 364 Day Multicurrency Credit Agreement (Solutia Inc)
Commitment Extensions. (ai) The Company may, by notice to the Administrative Agent (which shall promptly notify the Lenders) request that the Lenders extend the Commitment Termination Date for up to two additional one‑year periods from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”); provided, that such extended Commitment Termination Date shall not earlier than 75 days and not be later than 45 days before any the fifth anniversary of the Third Restatement Effective Date (eachdate of such extension; provided, an “Anniversary Date”)further, but that no more than twice one such extension request may occur in totalany twelve-month period.
(ii) Each such Lender, acting in its sole discretion, shall, by notice to the Managing Company and the Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to Agent given no later than the date 364 that is 20 days after the Existing Revolving Credit Termination date of the extension request (or, if such date is not a Business Day, the next succeeding Business Day, the “Consent Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(b) Each Lender”), in its sole discretion, shall advise the Managing Company and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment Termination Date (a “Non‑Extending Lender”) shall so notify the Managing Administrative Agent (which shall notify the other Lenders) of such fact promptly after making such determination (but in any event no later than the Consent Date) and is herein called a “Non-Extending Lender”. If a any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Company on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Non‑Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not under this Section no later than 20 days prior to the relevant Anniversary Consent Date.
(div) The Company shall have If and only if the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount total of the Commitments of the Non-Extending Lenders, provided Lenders that the Company may have agreed to extend their Commitment Termination Date (after giving effect to any substitution of Lenders in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”accordance with Section 8.12) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) shall be more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) aggregate Revolving Credit Commitment in effect immediately prior to the relevant Anniversary applicable Consent Date, then, effective as of such Consent Date, the Commitment Termination Date no Default has occurred and of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default or Event of such date, Default shall have occurred and subject to be continuing. The Administrative Agent will promptly notify the Company and the Lenders of each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.06(b).
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 45 days and not less than 30 days prior to the Commitment Termination Date then in effect hereunder (the “Existing Revolving Credit Commitment Termination Date”) be extended to the date ), request that each Lender extend such Lender’s Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the “Notice Date”) 20 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-–Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-–Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non–Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.05(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Commitment Extensions. (a) The Company Borrower, may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first, second, third and fourth anniversary of the Seventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Revolving Credit Termination Lenders extend the Maturity Date then for an additional one-year period, in effect (the “Existing Revolving Credit Termination Date”) be extended each such case. Each Lender shall, by notice to the date 364 days Borrower and the Administrative Agent given not later than the 20th day after the Existing Revolving Credit Termination Date. The Managing date of the Administrative Agent shall promptly notify Agent’s receipt of the Lenders of such request.
(b) Each LenderBorrower’s Maturity Extension Request, in its sole discretion, shall advise the Managing Administrative Agent Borrower whether or not such Lender it agrees to such extension. If a Lender agrees to such the requested extension (an each Lender agreeing to a requested extension being called a “Extending Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Any Lender that determines has not to so extend its Commitment shall so notify advised the Managing Borrower and the Administrative Agent promptly after making by such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Declining Lender; provided that any Non-Extending Lender may. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, with then the consent Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Company and Maturity Date in effect at such time. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company sole discretion of each Lender’s determination not earlier than 30 days and not later than 20 days . The Commitment of any Declining Lender shall terminate on the then existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the relevant Anniversary “Existing Maturity Date.
(d) ”). The Company shall have the right to accept Commitments from New principal amount of any outstanding Loans made by Declining Lenders, each together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of which such Declining Lenders hereunder, shall be acceptable due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of their respective Loans pursuant to Section 5.01 as shall be required in order that, after giving effect to the Managing Administrative Agenttermination of the Commitments of, in an aggregate amount and all payments to, Declining Lenders pursuant to this sentence, (i) no Lender’s Total Unutilized Commitment shall exceed such Xxxxxx’s Commitment and (ii) the sum of the Total Commitments of all the Lenders shall not exceeding exceed the aggregate amount sum of the Commitments of all Lenders. Notwithstanding the Non-Extending Lendersforegoing provisions of this paragraph, provided that the Company may in its sole discretionBorrower shall have the right, offer pursuant to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting Section 2.13, at any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately time prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such datethen Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which any such New Replacement Lender shall become a Lender for all purposes and to constitute a Consenting Lender. Notwithstanding the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement)foregoing, then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments no extension of the Non-Extending Maturity Date pursuant to this paragraph shall become effective unless the Borrower shall have satisfied such conditions precedent as the consenting Lenders shall be reduced pro rata on such Anniversary Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderrequire.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 45 days and not less than 30 days prior to the Commitment Termination Date then in effect hereunder (the “Existing Revolving Credit Commitment Termination Date”) be extended to the date ), request that each Lender extend such Lender’s Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the “Notice Date”) 20 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “Non-Extending Lender”. If a ) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Table of Contents Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company Borrower shall have the right given each Lender which has agreed to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in extend its Commitment Termination Date an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option opportunity to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount its Commitment by all or a portion of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending LendersCommitments.
(ev) If (and only if (iif) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the total aggregate amount of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) in effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.04(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 45 days and not less than 30 days prior to the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date "), request that each Lender extend such Lender's Commitment Termination Date for an additional 364 days after from the Existing Revolving Credit Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") 20 days prior to the Existing Commitment Termination Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day). 364-Day Credit Agreement
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date); provided that prior to replacing any Non-Extending Lender maywith any Additional Commitment Lender, with the consent Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Non-Extending Lender by notice to the Managing Administrative Agent and the CompanyLenders' Commitments.
(cv) The Managing Administrative Agent shall promptly notify If (and only if) the Company total of each Lender’s determination not earlier than 30 days the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have additional Commitments of the right to accept Commitments from New Lenders, each of which Additional Commitment Lenders shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding more than 50% of the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) effect immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties Existing Commitment Termination Date, then, effective as of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such dateExisting Commitment Termination Date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Revolving Credit Commitment Termination Date (orexcept that, if such day date is not a Business Day, such Commitment Termination Date as so extended shall be the immediately next preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; thereupon become a "Lender" for all purposes of this Agreement.
(vi) Notwithstanding the Commitments foregoing, the extension of the Non-Extending Lenders Commitment Termination Date pursuant to this Section 2.05(b) shall be reduced pro rata on such Anniversary Date effective with respect to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunder.only if:
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing --------------------- Administrative AgentAgent (which shall promptly notify the Lenders) not less than 60 days and not more than 180 days prior to each anniversary of the Effective Date, request that the Revolving Credit Lenders (other than the Designated Bidders) extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment ------------------- Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date"). The Managing Administrative Agent shall promptly notify the Lenders of Each such request.
(b) Each Lender, acting in its sole discretion, shall shall, by ---------------- notice to the Borrower and the Administrative Agent given no later than the date (herein, the "Consent Date") that is 20 days after the date of such extension ------------ request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not -------- to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall -------------------- notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) so agree. If and only if (i) more than 50% each of the total Lenders has advised the Borrower and the Administrative Agent of its agreement to extend the Commitments is extended Commitment Termination Date as aforesaid on or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement)Consent Date, then effective on such Anniversary Date the Commitment of each Extending Lender Termination Date shall be extended automatically, without any other action by any person, to the date 364 days that is one year after the Existing Revolving Credit Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (ai) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent, Agent (which shall promptly notify the Lenders) request that the Revolving Credit Lenders extend the Commitment Termination Date for up to two additional one‑year periods from the Commitment Termination Date then in effect hereunder (the “Existing Revolving Credit Commitment Termination Date”) ); provided, that such extended Commitment Termination Date shall not be extended to later than the fifth anniversary of the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such requestextension; provided, further, that no more than one such extension request may occur in any twelve-month period.
(bii) Each such Lender, acting in its sole discretion, shall shall, by notice to the Borrower and the Administrative Agent given no later than the date that is 20 days after the date of the extension request (or, if such date is not a Business Day, the next succeeding Business Day, the “Consent Date”), advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment Termination Date (a “Non‑Extending Lender”) shall so notify the Managing Administrative Agent (which shall notify the other Lenders) of such fact promptly after making such determination (but in any event no later than the Consent Date) and is herein called a “Non-Extending Lender”. If a any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Non‑Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company Borrower of each Lender’s determination not earlier than 30 days and not under this Section no later than 20 days prior to the relevant Anniversary Consent Date.
(div) The Company shall have If and only if the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount total of the Commitments of the Non-Extending Lenders, provided Lenders that the Company may have agreed to extend their Commitment Termination Date (after giving effect to any substitution of Lenders in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”accordance with Section 8.12) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) shall be more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) aggregate Revolving Credit Commitment in effect immediately prior to the relevant Anniversary applicable Consent Date, then, effective as of such Consent Date, the Commitment Termination Date no Default has occurred and of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is continuing and one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties of the Company set forth in Section 3 shall be 4.01 are true and correct in all material respects on and as of such Anniversary Date as though made on date and as no Default or Event of such date, Default shall have occurred and subject to be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each New Lender having executed a New Lender Supplement (on the effective date extension of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.06(b).
Appears in 1 contract
Commitment Extensions. (a) The Company Borrower may, not earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative AgentAgent (which shall promptly notify the Lenders) not less than 60 days and not more than 180 days prior to each anniversary of the Effective Date, request that the Revolving Credit Lenders (other than the Designated Bidders) extend the Commitment Termination Date for an additional one-year period from the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date"). The Managing Administrative Agent shall promptly notify the Lenders of Each such request.
(b) Each Lender, acting in its sole discretion, shall shall, by notice to the Borrower and the Administrative Agent given no later than the date (herein, the "Consent Date") that is 20 days after the date of such extension request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Managing Borrower and the Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A ; provided that each Lender that determines not to so extend its the Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not give timely notice to advise the Managing Administrative Agent of whether Borrower on or not such Lender agrees to such extension, it before the Consent Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent to agree to such extension shall not obligate any other Lender to so agree. If and Credit Agreement only if each of the Company Lenders has advised the Borrower and the Managing Administrative Agent (such consent of its agreement to extend the Managing Commitment Termination Date as aforesaid on or prior to the Consent Date, then the Commitment Termination Date shall be extended automatically, without any other action by any person, to the date that is one year after the Existing Commitment Termination Date. The Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent shall will promptly notify the Company Borrower and the Lenders of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount extension of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Date pursuant to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender, such Lender’s Swing Line Commitment) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable to each Non-Extending Lender hereunderthis Section 2.05(b).
Appears in 1 contract
Commitment Extensions. (ai) The Company may, not earlier than 75 days (on its own behalf and not later than 45 days before any anniversary on behalf of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in totalother Borrowers) may, by notice to the Managing Administrative Agent, request that Agent (which shall promptly notify the Revolving Credit Lenders) not more than 60 days and not less than 40 days prior to the Commitment Termination Date then in effect hereunder (the “"Existing Revolving Credit Commitment Termination Date”) be extended "), ------------------------------------ request that each Lender extend such Lender's Commitment Termination Date to the date 364 days (the "New Commitment Termination Date) that is one year after the Existing Revolving Credit then Commitment Termination Date. The Managing Administrative Agent shall promptly notify the Lenders of such request.
(bii) Each Lender, acting in its sole and individual discretion, shall shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Anniversary Date but in any event no later than the date (the "Notice Date") that is 20 ----------- days immediately prior to the Anniversary Date, advise the Managing Administrative Agent whether or not such Lender agrees to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A and each Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called Termination Date (a “"Non-Extending Lender”. If a ") shall -------------------- notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not give timely notice to so advise the Managing Administrative Agent of whether on or not such Lender agrees to such extension, it before the Notice Date shall be deemed to be a Non-Extending Lender; provided that . The election of any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (to agree to such consent of the Managing Administrative Agent extension shall not obligate any other Lender to be unreasonably withheld), subsequently become an Extending Lender by notice to the Managing Administrative Agent and the Companyso agree.
(ciii) The Managing Administrative Agent shall promptly notify the Company of each Lender’s 's determination not earlier than 30 days and not under this Section 2.05(b) no later than 20 the date 15 days prior to the relevant Anniversary DateDate (or, if such date is not a Business Day, on the next preceding Business Day).
(div) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Anniversary Date to accept Commitments from New replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment Lender") ---------------------------- with the approval of the Administrative Agent and the Syndication Agent (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assumption and Acceptance pursuant to which such Additional Commitment Lender shall, effective as of the Anniversary Date, undertake a AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be acceptable in addition to such Lender's Commitment hereunder on such date).
(v) If (and only if) the Managing Administrative Agent, in an aggregate amount not exceeding total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be equal to 100% of the aggregate amount of the Commitments in effect on the Anniversary Date, then, effective as of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments Anniversary Date: (each such Lender being herein called an “Increasing Lender”x) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date 364 days after the Existing Revolving Credit New Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased and each Additional Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Datethereupon become a "Lender" for all purposes of this Agreement; and (y) the Commitments of the Non-Extending Lenders shall be reduced pro rata on such Anniversary Commitment Termination Date to the extent of such increased and new commitments and appropriate adjustments shall be made on such Anniversary Date to cause any then-outstanding Loans of the Lenders to be held on a pro rata basis among all Lenders; the remaining Commitment of each Non-Extending Lender (includingshall be changed to such Anniversary Date. Notwithstanding anything in this Agreement to the contrary, if such no Non-Extending Lender is a Swing Line Lendershall participate in any Eurocurrency Rate Advances or B Advances made after the related Notice Date.
(vi) Notwithstanding the foregoing, such Lender’s Swing Line Commitmentthe extension of the Commitment Termination Date pursuant to this Section 2.05(b) shall terminate on the Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date all amounts payable not be effective with respect to each Non-Extending any Lender hereunder.unless:
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