Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior to the Expiration Date in effect at such time (the “Current Expiration Date”) of the Credit Parties’ desire to extend the Expiration Date to a date which is not later than the first anniversary of the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 3 contracts
Samples: Reimbursement Agreement, Reimbursement Agreement (Renaissancere Holdings LTD), Reimbursement Agreement (Renaissancere Holdings LTD)
Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “"Extension Request”") at any time not more than 60 sixty days, nor less than 30 thirty days, prior to the Expiration Date in effect at such time (the “"Current Expiration Date”") of the Credit Parties’ ' desire to extend the Expiration Date to a date which is not later than the first anniversary of 364 days after the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ ' responses (or deemed responses) and the aggregate amount (the “"Rejected Amount”") of the L/C Commitments of the Lenders (the “"Rejecting Lenders”") that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo Wachovia shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “"Accepting Lenders”") to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s 's L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s 's or Rejecting Lenders’ ' Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 SECTION 9.05 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “"Purchasing Lenders”") pursuant to Section 9.5SECTION 9.05, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section SECTION 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Letter of Credit Participating Interest Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 2 contracts
Samples: Reimbursement Agreement (Renaissancere Holdings LTD), Reimbursement Agreement (Renaissancere Holdings LTD)
Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior The parties hereto may mutually agree in writing to the Expiration Date in effect at such time (the “Current Expiration Date”) extension of the Credit Parties’ desire to extend the Expiration Date to a date no later than 364 days following the date of such extension. Each Managing Agent agrees to use reasonable efforts to notify RCFC and DTAG thirty (30) days prior to the then current Expiration Date if its related Conduit Purchaser(s) (if any) will not extend such Expiration Date; provided, however, that the failure of such Managing Agent to give such notice to RCFC and DTAG shall not affect any Conduit Purchaser’s right to not extend such Expiration Date. If fewer than all of the Ownership Groups have consented to an extension of the Expiration Date, then RCFC may:
(i) request the reallocation of the Group Funding Limit of each non-extending Ownership Group to the extending Ownership Groups in pro rata shares equal to a fraction, expressed as a percentage, the numerator of which is the Group Funding Limit of such extending Ownership Group at such time and the denominator of which is the sum of the Group Funding Limits of all extending Ownership Groups at such time; provided, however, that RCFC shall not be permitted to request such reallocation after the occurrence and during the continuance of an Amortization Event or a Potential Amortization Event; provided, further, that such reallocation shall be effected by the assignment by the non-extending Ownership Groups of their respective outstanding portions of the Series 2010-3 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof;
(ii) obtain a financial institution or institutions to whom the non-extending Ownership Groups shall assign their respective outstanding portions of the Series 2010-3 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof; or
(iii) terminate this Agreement and the obligations of the Purchasers to make Advances. If a financial institution or institutions accept an assignment or assignments from the non-extending Ownership Groups as provided in subparagraph (ii) above on or before the then current Expiration Date, such Expiration Date shall be extended to a date no later than 364 days following such Expiration Date. No extending Ownership Group shall be required to assume any commitment of any non-extending Ownership Group unless such extending Ownership Group agrees in writing to assume such commitment. If the first anniversary extending Ownership Groups do not accept the reallocation of the Current Group Funding Limit of the non-extending Ownership Groups or the non-extending Ownership Groups fail to assign their respective outstanding portions of the Series 2010-3 Invested Amount and rights and obligations under this Agreement, as provided in subparagraphs (i) and (ii) above, respectively, on or prior to the then current Expiration Date, such Expiration Date shall not be extended. The Administrative Agent shall promptly notify each Lender Rating Agency of any such Extension Requestextension, and each Lender shall endeavor to respond to such Extension Requestor non-extension, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 2 contracts
Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc), Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)
Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior The parties hereto may mutually agree in writing to the Expiration Date in effect at such time (the “Current Expiration Date”) extension of the Credit Parties’ desire to extend the Expiration Date to a date which is not no later than 364 days following the first anniversary date of such extension. Each Managing Agent agrees to use reasonable efforts to notify RCFC and DTAG thirty (30) days prior to the Current then current Expiration Date if the related Conduit Purchaser will not extend such Expiration Date; provided, however, that the failure of such Managing Agent to give such notice to RCFC and DTAG shall not affect such Conduit Purchaser's right to not extend such Expiration Date. The Administrative Agent shall promptly notify If fewer than all of the Ownership Groups have consented to an extension of the Expiration Date, then RCFC may
(i) request the reallocation of the Group Funding Limit of each Lender non-extending Ownership Group to the extending Ownership Groups in pro rata shares equal to a fraction, expressed as a percentage, the numerator of which is the Group Funding Limit of such Extension Request, and each Lender shall endeavor to respond to extending Ownership Group at such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe time and the Administrative Agent within 10 days denominator of receipt which is the sum of the Group Funding Limits of all extending Ownership Groups at such request. A Lender time; provided, however, that has RCFC shall not affirmatively responded within be permitted to request such 10-day period reallocation after the occurrence and during the continuance of an Amortization Event; provided, further, that such reallocation shall be deemed effected by the assignment by the non-extending Ownership Groups of their respective outstanding Series 2000-1 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof;
(ii) obtain a financial institution or institution(s) to have responded negatively. The Administrative Agent whom the non-extending Ownership Groups shall promptly notify RenRe of Lenders’ responses assign their respective outstanding Series 2000-1 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof; or
(or deemed responsesiii) terminate this Agreement and the aggregate amount (the “Rejected Amount”) obligations of the L/C Commitments Purchasers to make Advances. If a financial institution or institutions accept an assignment or assignments from the non-extending Ownership Groups as provided in subparagraph (ii) above on or before the then current Expiration Date, such Expiration Date shall be extended to a date no later than 364 days following such Expiration Date. No extending Ownership Group shall be required to assume any commitment of the Lenders (the “Rejecting Lenders”) that have not agreed any non-extending Ownership Group unless such extending Ownership Group agrees in writing to the Extension Requestassume such commitment. If the Rejected Amount exceeds 50% extending Ownership Groups do not accept the reallocation of the Total Commitment Group Funding Limit of the non-extending Ownership Groups or the non-extending Ownership Groups fail to assign their respective outstanding Series 2000-1 Invested Amount and rights and obligations under this Agreement, as provided in subparagraphs (i) and (ii) above, respectively, on or if Xxxxx Fargo shall be a Rejecting Lender)prior to the then current Expiration Date, the Current such Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 1 contract
Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)
Extension of Expiration Date. RenRe may, at its option, give The Revolving Credit Commitment of the Administrative Agent Lenders shall expire and shall be automatically reduced to zero on the Issuing Bank written notice (an “Extension Request”) at any time Expiration Date. Not later than 45 days and not more sooner than 60 days, nor less than 30 days, prior to days immediately preceding the Expiration Date then in effect at such time (effect, if the “Current Expiration Date”) of Borrower wishes the Credit Parties’ desire Lenders to extend the Expiration Date for an additional period (not to a date which is not later than exceed 300 days) beyond the first anniversary of Expiration Date then in effect, the Current Expiration DateBorrower shall so advise the Agent in writing (an "Extension Request"). The Administrative Agent shall thereupon promptly notify each Lender of the Lenders of such Extension RequestRequest of the Borrower. Within 20 days of its receipt of such Extension Request from the Borrower, the Agent shall notify the Borrower as to whether the Lenders have agreed so to extend the Expiration Date and, if so, as to any additional or different terms on which such extension is conditioned (the determination of the Lenders as to whether to agree to such extension and upon what terms being in the sole, absolute and unconditional discretion of each Lender Lender). If such notice contains any such additional or different terms, the Borrower shall endeavor advise the Agent in writing within 5 days next following receipt of such notice from the Agent as to respond whether the Borrower agrees to such terms. If the Borrower notifies the Agent that it so agrees, or if the Agent's notice that the Lenders have agreed to extend the Expiration Date contains no such additional or different terms, the Expiration Date shall automatically be extended for the additional period requested by the Borrower. If the Agent fails to notify the Borrower within 20 days of the Agent's receipt of any Extension Request from the Borrower as specified above as to whether the Lenders have agreed to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period Lenders shall be deemed not to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 1 contract
Extension of Expiration Date. RenRe mayLessee may request in writing (the "Extension Option Request") to Agent Lessor and each of the Participants that each of the Participants agrees that Lessee be granted the right (the "Extension Option") pursuant to the Lease to extend the Term (the "Lease Extension") for two (2) additional one-year periods commencing on the last day of the then current Term, at its optionas applicable (each, give a "Lease Renewal Term"), and that the Administrative maturity date for the Certificates be correspondingly extended to the extended Expiration Date. Such Extension Option Request must be delivered in writing to Agent Lessor and the Issuing Bank written notice (an “Extension Request”) at any time each Participant not later than 180 days nor more than 60 days, nor less than 30 days, 270 days prior to the Expiration Date in effect at such time (the “Current Expiration Date”) expiration of the Credit Parties’ desire Base Term and the end of the initial Lease Renewal Term, as applicable. Each Participant will notify Agent Lessor in writing of whether or not it has consented to extend the Expiration Date to a date which is such Extension Option Request not later than the first anniversary 45 days after receipt of the Current Expiration Extension Option Request (the "Extension Option Response Date"). The Administrative Any Participant who does not so notify Agent shall promptly notify each Lender of such Lessor by the Extension RequestOption Response Date will be deemed to be, and each Lender any Participant that has notified Agent Lessor that it has not consented to an Extension Option Request will be, a "Non-Consenting Participant". Each Participant's determination with respect to an Extension Option Request shall endeavor to respond to be a new credit determination and within such Extension Request, whether affirmatively or negatively (such determination to be in the Participant's sole and absolute discretion of such Lender and may be separately denied for any Account Party)conditioned upon such terms and conditions as deemed appropriate by the consenting Participants, by notice to RenRe and the Administrative Agent within 10 days of including receipt of such requestfinancial information, documentation or other information or conditions as may be requested by such Participant and the receipt of a satisfactory appraisal of the Premises. A Lender The Extension Option shall become effective as of the first date (the "Extension Effective Date") on or after the Extension Option Response Date on which all of the Participants (other than Non-Consenting Participants who have been replaced by Replacement Participants in accordance with Section 10.2(b)) and Replacement Participants shall have consented to such Lease Extension; provided that has not affirmatively responded within such 10-day period on both the date of the Extension Option Request and the Extension Effective Date: (w) each of the representations and warranties made by Agent Lessor and Lessee in or pursuant to the Operative Documents shall be deemed true and correct in all material respects as if made on and as of each such date (except to the extent any such representation or warranty specifically relates to an earlier date), (x) Lessee shall not have responded negatively. The Administrative elected the Purchase Option or Sale Option, (y) no Default or Event of Default shall have occurred and be continuing, and (z) on each of such dates, Agent Lessor shall promptly notify RenRe have received a certificate of Lenders’ responses Lessee as to the matters set forth in clauses (or deemed responsesx) and (y) above; and provided further that in no event shall the Extension Effective Date occur unless each of the Participants (other than Non-Consenting Participants who have been replaced in accordance with Section 10.2) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo Replacement Participants shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, Extension Option Request on or before the Current Expiration expiration of the Base Term. At any time after the Extension Option Response Date, RenRe mayas applicable, by notice Lessee shall be permitted to replace any Non-Consenting Participant with a Replacement Participant pursuant to the Administrative Agent, elect to reduce terms and conditions set forth in Section 10.2(b). Following the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Extension Effective Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment Lessee's election of each Lease Renewal Term shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended undertaken pursuant to, and shall bebe subject to the terms and conditions set forth in, Section 19.1(a) of the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total CommitmentLease.
Appears in 1 contract
Samples: Participation Agreement (Adc Telecommunications Inc)
Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior The parties hereto may mutually agree in writing to the Expiration Date in effect at such time (the “Current Expiration Date”) extension of the Credit Parties’ desire to extend the Expiration Date to a date no later than 364 days following the date of such extension. Each Managing Agent agrees to use reasonable efforts to notify RCFC and DTAG thirty (30) days prior to the then current Expiration Date if the related Conduit Purchaser(s) will not extend such Expiration Date; provided, however, that the failure of such Managing Agent to give such notice to RCFC and DTAG shall not affect any Conduit Purchaser’s right to not extend such Expiration Date. If fewer than all of the Ownership Groups have consented to an extension of the Expiration Date, then RCFC may:
(i) request the reallocation of the Group Funding Limit of each non-extending Ownership Group to the extending Ownership Groups in pro rata shares equal to a fraction, expressed as a percentage, the numerator of which is the Group Funding Limit of such extending Ownership Group at such time and the denominator of which is the sum of the Group Funding Limits of all extending Ownership Groups at such time; provided, however, that RCFC shall not be permitted to request such reallocation after the occurrence and during the continuance of an Amortization Event or a Potential Amortization Event; provided, further, that such reallocation shall be effected by the assignment by the non-extending Ownership Groups of their respective outstanding portions of the Series 2010-1 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof;
(ii) obtain a financial institution or institutions to whom the non-extending Ownership Groups shall assign their respective outstanding portions of the Series 2010-1 Invested Amount and rights and obligations under this Agreement in accordance with Section 12.04 hereof; or
(iii) terminate this Agreement and the obligations of the Purchasers to make Advances. If a financial institution or institutions accept an assignment or assignments from the non-extending Ownership Groups as provided in subparagraph (ii) above on or before the then current Expiration Date, such Expiration Date shall be extended to a date no later than 364 days following such Expiration Date. No extending Ownership Group shall be required to assume any commitment of any non-extending Ownership Group unless such extending Ownership Group agrees in writing to assume such commitment. If the first anniversary extending Ownership Groups do not accept the reallocation of the Current Group Funding Limit of the non-extending Ownership Groups or the non-extending Ownership Groups fail to assign their respective outstanding portions of the Series 2010-1 Invested Amount and rights and obligations under this Agreement, as provided in subparagraphs (i) and (ii) above, respectively, on or prior to the then current Expiration Date, such Expiration Date shall not be extended. The Administrative Agent shall promptly notify each Lender Rating Agency of any such Extension Requestextension, and each Lender shall endeavor to respond to such Extension Requestor non-extension, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 1 contract
Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)
Extension of Expiration Date. RenRe may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 sixty days, nor less than 30 thirty days, prior to the Expiration Date in effect at such time (the “Current Expiration Date”) of the Credit Parties’ desire to extend the Expiration Date to a date which is not later than the first anniversary of 364 days after the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo Wachovia shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 9.05 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.59.05, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Letter of Credit Participating Interest Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
Appears in 1 contract
Samples: Reimbursement Agreement (Renaissancere Holdings LTD)
Extension of Expiration Date. RenRe may(a) If no Event of Default has occurred and is continuing, at its optionthe Borrower may request, give by simultaneous notice to the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more each Lender given no later than 60 days, nor less than 30 days, prior to days before the Expiration Date in effect at applicable on the date of such time notice (the “Current Expiration Date”) of the Credit Parties’ desire to extend the Expiration Date to a date which is not later than the first anniversary of the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by that the Lenders extend their respective Commitments for an additional period of one year or two years (the “Requested Extension Period”). If a Lender agrees, in its sole and absolute discretion, to so extend its Commitment, it will give notice to RenRe and the Administrative Agent of its decision to do so within 10 30 days after the Borrower’s delivery of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by Agent and the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the requesting extension of the Current Expiration Date. If there remains any Rejected Amount Promptly after giving effect expiration of such 30-day period, the Administrative Agent will notify the Borrower and each Lender as to the assignments Lenders (each an “Extending Lender”) from which it has received such a notice agreeing to so extend. Any failure by a Lender to so notify the Accepting Administrative Agent shall be deemed to be a decision by such Lender not to so extend its Commitment.
(b) If all Lenders elect to so extend their respective Commitments, and provided that the Purchasing Lenders described additional conditions specified in this Section 2.194.03 shall have been satisfied, then on or before the Current Expiration DateDate the Expiration Date shall automatically be extended by a period equal to the Requested Extension Period.
(c) If, RenRe mayat the time the Administrative Agent gives the notice contemplated by Section 2.20
(a) to the Borrower and the Lenders, the Commitments of the Extending Lenders aggregate at least 66-2/3%, but less than 100%, of the Commitments of all of the Lenders at such
(a) to the Borrower and the Lenders, the Commitments of the Extending Lenders aggregate less than 66-2/3% of the Existing Commitments, then none of the Commitments (including the Commitment of any Extending Lender) shall be extended, and the Expiration Date shall remain unchanged.
(d) The Borrower may undertake the process contemplated by this Section 2.20 only once for a Requested Extension Period of two years or up to twice for Requested Extension Periods of one year each.
(e) If, at any time that the Administrative Agent gives a notice contemplated by Section 2.20(a) to the Borrower and the Lenders, the Commitments of the Extending Lenders aggregate at least 66 2/3% but less than 100% of the then Existing Commitments, the Borrower shall have the right to replace the Commitments of the Terminating Lenders by either newly establishing or increasing Commitments of one or more persons that become Additional Commitment Lenders pursuant to this Section 2.20(e); provided that (i) each such Additional Commitment Lender shall be selected or approved by the Borrower and shall be reasonably acceptable to the Administrative Agent and the Issuing Banks, (ii) no Extending Lender shall have an obligation to become such an Additional Commitment Lender, (iii) the additional conditions specified in Section 4.03 shall have been satisfied, (iv) each such newly established Commitment shall be in an amount equal to or greater than $5,000,000, (v) the aggregate of such newly established Commitments and increases in Commitments shall not exceed the aggregate Commitments of the Terminating Lenders, and (vi) no such newly established Commitment or increase in a Commitment shall become effective unless and until (A) the Borrower, the Administrative Agent, the Issuing Banks and the relevant Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit E (a “Commitment Extension Supplement”) with respect thereto, in each case in form and substance satisfactory to the Administrative Agent, elect and (B) such Additional Commitment Lender, if not already a Lender, shall have delivered an Administrative Questionnaire to reduce the Total Administrative Agent. Upon compliance with the provisions of this Section 2.20(e), each Additional Commitment by such remaining Rejected Amount, Lender hereunder shall have the Commitment specified in its Commitment Extension Supplement and, if RenRe so electsnot already a Lender, on shall constitute a “Lender” hereunder.
(f) On the Current Expiration Dateeffective date of each replacement of all or a portion of one or more Commitments of Terminating Lenders pursuant to Section 2.20(e), each relevant Additional Commitment Lender shall purchase, as an assignment from each other Lender, the Account Parties shall cause all Obligations owing portion of such other Lender’s Loans, unreimbursed LC Disbursements and participations in Letters of Credit outstanding at such time such that, after giving effect to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repaymentassignments, the Total Commitment respective aggregate amount of Loans, unreimbursed LC Disbursements and participations in Letters of Credit of each Lender shall be reduced by equal to such Lender’s Pro Rata Share of the aggregate Loans, unreimbursed LC Disbursements and participations in Letters of Credit outstanding. The purchase price for the Loans, unreimbursed LC Disbursements and participations in Letters of Credit so assigned shall be the sum of (i) the principal amount of the Loans and unreimbursed LC Disbursements so assigned plus the amount of such remaining Rejected Amount. If accrued and unpaid interest thereon as of the conditions to extension set forth above have been met, then, date of assignment and (ii) the amount of accrued and unpaid LC Participation Fees as of the date of assignment on the Current Expiration Date, participations in Letters of Credit so assigned. Each such Additional Commitment Lender shall pay the Expiration Date shall be deemed aggregate purchase price payable by it to have been extended tothe Administrative Agent on the effective date of the corresponding replacement of all or a portion of one or more Commitments of Terminating Lenders, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any forward to each other Lender the portion thereof payable to it. Upon payment of such extension advise purchase price, each other Lender shall be automatically deemed to have sold and made such an assignment to each such Additional Commitment Lender and shall, to the Lenders extent of any changes in the Total Commitments interest assigned, be released from its obligations under the Loan Documents, and each such Additional Commitment Lender shall be automatically deemed to have purchased and assumed such an assignment from each other Lender and, if not already a Lender hereunder, shall be a party hereto and, to the L/C Commitment Percentages. No such extension shall become effective unlessextent of the interest assigned, immediately upon have the proposed effectiveness thereof, rights and obligations of a Lender under the aggregate Letter of Credit Exposure would be less than the Total CommitmentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Extension of Expiration Date. RenRe (i) The Borrowing Agent may, by written notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier than forty-five (45) days prior to any anniversary of the date of this Agreement (the “Anniversary Date”) but no later than thirty (30) days prior to such Anniversary Date (the date of delivery of any such notice being the “Borrower Extension Notice Date”), request that each Lender extend such Lender’s Expiration Date for an additional one (1) year after the Expiration Date then in effect for such Lender hereunder (the “Existing Expiration Date”). The Borrowers may request no more than two (2) extensions pursuant to this Section; provided that at any time prior to the effectiveness of the extension of any Lender’s Expiration Date pursuant to a request made by Borrowers in accordance with this Section 2.11, the Borrowers may rescind any such request by written notice to the Administrative Agent; and provided further that any such rescinded extension request shall not be counted as a request by Borrowers to extend any Lender’s Expiration Date for purposes of this sentence.
(ii) Each Lender, acting in its optionsole and individual discretion, give shall, by notice to the Administrative Agent given not earlier than thirty (30) days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is twenty (20) days prior to the applicable Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Existing Expiration Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination, but in any event no later than the Lender Extension Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Extension 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 Borrowing Agent of each Lender’s determination under this Section no later than the date fifteen (15) days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”).
(iv) The Borrowers shall have the right on or before the fifth (5th) Business Day after the Specified Date to replace each Non-Extending Lender (i) with an existing Lender, and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more Persons (each Lender in clauses (i) and (ii), an “Additional Commitment Lender”), in each case, with the approval of the Administrative Agent and the Issuing Bank written notice Lenders (which approvals shall not be unreasonably withheld, delayed or conditioned), each of which Additional Commitment Lenders shall have entered into an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior agreement in form and substance satisfactory to the Expiration Date in effect at such time (the “Current Expiration Date”) of the Credit Parties’ desire to extend the Expiration Date to a date which is not later than the first anniversary of the Current Expiration Date. The Administrative Borrowing Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe and the Administrative Agent within 10 days pursuant to which such Additional Commitment Lender shall, effective as of receipt of the Specified Date, undertake a Revolving Credit Commitment (and, if any such request. A Additional Commitment Lender that has not affirmatively responded within such 10-day period is already a Lender, its Revolving Credit Commitment shall be deemed in addition to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and such Lender’s Revolving Credit Commitment hereunder on such date); provided that the aggregate amount (the “Rejected Amount”) of the L/C Revolving Credit Commitments for all Additional Commitment Lenders shall be no more than the aggregate amount of the Revolving Credit Commitments of all Non-Extending Lenders; provided, further, that the existing Lenders shall have the right to increase their Revolving Credit Commitments up to the amount of the Non-Extending Lenders’ Revolving Credit Commitments before the Borrowers shall have the right to substitute any other Person for any Non-Extending Lender.
(v) If (and only if) the aggregate amount of the Revolving Credit Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to extend their Existing Expiration Dates plus the requested extension (aggregate additional Revolving Credit Commitments of the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Additional Commitment by an amount not to exceed the amount requested by RenRe, which offer Lenders shall be made by notice from such Accepting Lender to the Administrative Agent, not later more than 10 days after such Accepting Lender is notified fifty percent (50%) of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases Revolving Credit Commitments in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, effect immediately prior to the Current Specified Date, then, effective as of the Specified Date, the Existing Expiration Date of each Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Expiration Date, to require and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(vi) Notwithstanding the Rejecting Lender or Rejecting Lenders to assign on foregoing, the extension of a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) Lender’s Existing Expiration Date pursuant to this Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected effective with respect to such Lender on the Current Expiration Date. Each Purchasing Lender Specified Date but only if (i) the following statements shall be deemed to have consented to true: (A) no event has occurred and is continuing, or would result from the extension of the Current Existing Expiration Date. If there remains , that constitutes an Event of Default or Potential Default and (B) the representations and warranties of the Loan Parties contained in Section 6 and in each other Loan Document are correct in all material respects (without duplication of any Rejected Amount materiality qualifier contained therein) on and as of the Specified Date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the specific dates or times referred to therein), before and after giving effect to the assignments such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, and (ii) on or prior to the Accepting Lenders Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice form and substance reasonably satisfactory to the Administrative Agent: (x) a certificate of an Authorized Officer of each Loan Party to the effect that as of the Specified Date the statements set forth in clauses (A) and (B) above are true, (y) if the Administrative Agent reasonably requests, certified copies of the resolutions of the Board of Directors (or equivalent governing body) of each Loan Party authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and governmental action with respect to this Agreement and such extension of the Existing Expiration Date and (z) if the Administrative Agent reasonably requests, an opinion of counsel to the Loan Parties, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request.
(vii) Subject to subsection (iv) above, the Revolving Credit Commitment of any Non-Extending Lender shall automatically terminate on its Existing Expiration Date (without regard to any extension by any other Lender).
(viii) Each Issuing Lender may, in its sole discretion, elect not to reduce serve in such capacity following any extension of the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date; provided that, (i) the Account Parties shall cause all Obligations owing to Borrowing Agent and the applicable Rejecting Administrative Agent may appoint a replacement for any such resigning Issuing Lender or Rejecting Lenders to be repaid, and upon such repayment, (ii) the Total Commitment shall be reduced by the amount extension of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, the date specified in such Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall may become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitmentwithout regard to whether such replacement is found.
Appears in 1 contract
Extension of Expiration Date. RenRe may(a) If no Event of Default has occurred and is continuing, at its optionthe Borrower may request, give by notice to the Administrative Agent and the Issuing each Bank written notice (an “Extension Request”) at any time not more given no earlier than 60 days45 days before, nor less and no later than 30 daysdays before, prior to the Expiration Date in effect at applicable on the date of such time notice (the “Current Expiration Date”) ), that the Banks renew their respective Commitments for an additional 364 days. If a Bank agrees, in its sole and absolute discretion, to so renew its Commitment, it will give notice to the Administrative Agent of the Credit Parties’ desire its decision to extend the Expiration Date to a date which is not do so no earlier than 30 days before, and no later than the first anniversary of 20 days before, the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension RequestNo later than 19 days before the Current Expiration Date (or the next Business Day, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in if the sole discretion of such Lender and may be separately denied for any Account Partyday 19 days before the Current Expiration Date is not a Business Day), by notice to RenRe and the Administrative Agent within 10 days of receipt of will notify the Borrower and each Bank as to the Banks (each a “Renewing Bank”) from which it has received such requesta notice agreeing to so renew. A Lender that has not affirmatively responded within such 10-day period Any failure by a Bank to so notify the Administrative Agent shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender)decision by such Bank not to so renew its Commitment.
(b) If all Banks elect to so renew their respective Commitments, and provided that the additional conditions specified in Section 4.03 shall have been satisfied, then on the Current Expiration Date the Expiration Date shall not be extended. If automatically become the Rejected Amount does not exceed 50% date that is 364 days following the Current Expiration Date.
(c) If, at the time the Administrative Agent gives the notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the Total CommitmentRenewing Banks aggregate at least 66 2/3%, RenRe but less than 100%, of the Commitments of all of the Banks at such time (the “Existing Commitments”), then (i) as to each Renewing Bank, on the Current Expiration Date the Expiration Date shall have automatically become the right, in consultation with and through the Administrative Agent, prior to date that is 364 days following the Current Expiration Date, as provided that the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender additional conditions specified in Section 4.03 shall have been satisfied, (ii) the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by shall remain unchanged as to each Bank that is not a pro rata assignment of Renewing Bank (each a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein“Terminating Bank”), which (iii) each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe Terminating Bank’s Commitment shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, terminate on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, (iv) on the Current Expiration DateDate the Borrower shall pay the outstanding Loans owed to each Terminating Bank and all other amounts owed to each Terminating Bank. If, at the time the Administrative Agent gives the notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the Renewing Banks aggregate less than 66 2/3% of the Existing Commitments, none of the Commitments (including the Commitment of any Renewing Bank) shall be extended, and the Expiration Date shall remain unchanged.
(d) The Borrower may undertake the process contemplated by this Section 2.19 once each year (commencing in 2011), but the election by any Bank to become a Renewing Bank at any time shall not obligate such Bank to become a Renewing Bank at any other time, it being agreed that each election by any Bank to renew or not renew shall be deemed made by such Bank in its sole and absolute discretion and that such discretion shall not be limited by any prior election to become a Renewing Bank.
(e) If, at any time that the Administrative Agent gives a notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the then Renewing Banks aggregate at least 66 2/3% but less than 100% of the then Existing Commitments, the Borrower shall have the right, without the consent of the Banks but subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), to replace the Commitments of the then Terminating Banks by adding to this Agreement one or more commercial banks or other financial institutions (which shall, upon completion of the requirements stated in this Section 2.19, constitute Banks hereunder) or by allowing one or more Renewing Banks to increase their Commitments hereunder, provided that (i) such added and increased Commitments shall not be greater than the Commitments of such Terminating Banks, so that in no event will the aggregate amount of the Existing Commitments be increased (after giving effect to the contemporaneous termination of the Commitments of such Terminating Banks), (ii) no Renewing Bank’s Commitment shall be increased without the consent of such Renewing Bank, and (iii) the additional conditions specified in Section 4.03 shall have been extended to, and shall be, the date specified in such Extension Requestsatisfied. The Borrower shall give the Administrative Agent shall promptly after three Business Days’ notice of the Borrower’s intention to increase any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitmentor add a new commercial bank or other financial institution pursuant to this Section 2.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Extension of Expiration Date. RenRe Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Company may, at its option, give the Administrative Agent and the Issuing Bank written notice (an “Extension Request”) at any time not more than 60 days, nor less than 30 days, prior to the then effective Expiration Date, request that the then effective Expiration Date in effect at be extended for an additional period of 364 days by providing written notice to the Agent requesting such time (the “Current Expiration Date”) of the Credit Parties’ desire to extend the extension not more than 90 days or less than 60 days before each such then effective Expiration Date to a date which is not later than the first anniversary of the Current Expiration Date(each an "Extension Request"). The Administrative Agent shall shall, promptly notify each Lender upon its receipt of such any Extension Request, and each Lender shall endeavor to respond notify the Banks of such request. At least thirty days prior to such then effective Expiration Date, each Bank shall provide the Agent with written notice of its approval or denial of the Company's Extension Request, whether affirmatively Request which approval or negatively (such determination to denial shall be in the sole and absolute discretion of each Bank (it being understood that the failure of any Bank to provide such Lender and may notice shall be separately denied for any Account Partydeemed a rejection of the Extension Request), by notice to RenRe and the Administrative Agent within 10 days of . Promptly upon receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses notice (or deemed responsesnotice) and from each Bank, the aggregate amount (Agent shall notify the “Rejected Amount”) Company of the L/C Commitments approval or denial by each Bank of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% Any extension of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extendedeffective only if approved by the Required Banks and shall be binding only upon the Banks approving such Extension Request. If Upon the Rejected Amount does not exceed 50% approval of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the rightRequired Banks of any Extension Request, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected effective on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to day next immediately following the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current then effective Expiration Date, the Expiration Date shall be automatically extended for a period of 364 days from the then effective Expiration Date to the extent of the Current Commitments of the Banks approving such extension. In the event any Bank denies (or is deemed to have been denied) an Extension Request (each a "Non-Extending Bank") which is otherwise approved by the Required Banks then (i) on the then scheduled Expiration Date, such Non-Extending Bank's Commitment shall terminate and taking into account any purchase of the Notes of such Non-Extending Bank by a Replacement Bank as provided below, the Company shall pay to the Agent for distribution to such Non-Extending Bank, the unpaid principal balance of the Loans of such Non-Extending Bank together with accrued and unpaid interest, fees or other amounts due such Non-Extending Bank pursuant to this Agreement; and (ii) the Company may request another Bank or Banks (each a "Replacement Bank") or, with the prior consent of the Agent (which consent shall not be unreasonably withheld), other bank or banks (each, also a "Replacement Bank") to assume all or part of the Commitment of such Non-Extending Bank effective as of the then scheduled Expiration Date unless otherwise agreed by and between the Non- Extending Bank and the Replacement Bank. Upon any part of the Commitment of a Non-Extending Bank being assumed by a Replacement Bank, such Replacement Bank shall, to the extent of the Commitment it has so assumed, purchase the Note of such Non- Extending Bank, which shall sell the same without recourse or warranty (except as to the amount due thereon, its title to such Note and its right to sell the same) to such Replacement Bank at a price in immediately available funds equal to the outstanding principal amount of the Loans of the Non-Extending Bank assumed whereupon (x) the then effective Expiration Date with respect to the Commitment assumed shall be extended tofor a period of 364 days commencing on the day next immediately following the then effective Expiration Date, (y) each Replacement Bank, if applicable, shall be deemed to be a "Bank" for purposes of this Agreement, and (z) each Non-Extending Bank shall becease to be a "Bank" for purposes of this Agreement (except with respect to any unpaid interest due on the Notes it has sold, to any unpaid principal and interest due on the date specified in Notes it has not sold and to its rights hereunder to be reimbursed for costs and expenses, and to indemnification with respect to matters attributable to events, acts or conditions occurring prior to such Extension Request. The Administrative Agent assumption and purchase) and shall promptly after no longer have any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitmentobligations hereunder.
Appears in 1 contract
Extension of Expiration Date. RenRe may(a) The Company may request, at its option, give in a written notice given as herein provided to the Administrative Agent and each of the Issuing Bank written Lenders, that the Expiration Date be extended for 364 days, which notice shall specify the new Expiration Date to be in effect following such extension (an “Extension Request”the "Requested Expiration Date") at any time provided that the Requested Expiration Date shall not be more than 60 days, nor less 364 days from the date on which such request is to become effective (the "Extension Effective Date"). The Company's request shall be delivered to the Administrative Agent at least 40 but no more than 30 days, 45 days prior to the Expiration Date proposed Extension Effective Date. Each Lender shall, not less than 20 days and no more than 30 days prior to the Extension Effective Date, notify the Borrower and the Administrative Agent in effect at such time (the “Current Expiration Date”) writing of the Credit Parties’ desire its election to extend or not to extend the Expiration Date with respect to its pro rata share of the Commitment (based on such Lender's Commitment as a date which is percentage of the aggregate Commitments of all the Lenders immediately prior to the Extension Effective Date). The Borrower may, not later than 30 days prior to the first anniversary of Extension Effective Date, revoke its request to extend the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such If on the date 20 days prior to the Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in Effective Date the sole discretion of such Lender and may be separately denied for any Account Party), by notice to RenRe Required Lenders and the Administrative Agent within 10 days elect to extend the Expiration Date with respect to their pro rata share of receipt of such request. A Lender that the Commitment and the Borrower has not affirmatively responded within such 10-day period shall be deemed revoked its request to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and extend the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may bethen, to request one or more Lenders that have agreed subject to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified provisions of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date2.13, the Expiration Date shall be extended for 364 days. Any Lender which shall not notify the Company and the Administrative Agent of its election to extend the Expiration Date on or prior to the date 20 days prior to the Extension Effective Date shall be deemed to have been extended toelected not to extend the Expiration Date with respect to its pro rata share of the Commitment.
(b) Provided that the Required Lenders shall have elected to extend their pro rata share of the Commitment as provided in this Section 2.13, if any Lender shall timely notify the Borrower and the Administrative Agent pursuant to paragraph (a) of this Section 2.13 of its election not to extend its pro rata share of the Commitment, or shall be deemed to have elected not to extend its pro rata share of the Commitment (any such Lender being called a "Terminating Lender"), then the remaining Lenders (the "Continuing Lenders") or any of them shall have the right (but not the obligation), upon notice to the Borrower and the Administrative Agent not later than 15 days preceding the Extension Effective Date to increase their pro rata share of the Commitments, by an amount up to in the aggregate the pro rata share of the Commitment of any Terminating Lenders. If Continuing Lenders have elected to increase their pro rata share of the Commitment pursuant to the preceding sentence by an aggregate amount which exceeds the aggregate pro rata share of the Commitment of the Terminating Lenders, then the proposed increase in the Commitment of each such Continuing Lender (as specified in the notice referred to in the preceding sentence) shall be decreased pro rata so that the aggregate increase in the Commitments of such Continuing Lenders is equal to the aggregate pro rata share of the Commitment of the Terminating Lenders. Each increase in the Commitment of a Continuing Lender shall be evidenced by a written instrument executed by such Continuing Lender, the Borrower and the Administrative Agent, and shall betake effect on the Extension Effective Date.
(c) In the event the aggregate pro rata share of the Commitment amount of the Terminating Lenders shall exceed the aggregate amount by which the Continuing Lenders have agreed to increase their Commitments pursuant to Section 21.8(b), the date specified Company shall have the right to, designate, at its option, one or more other lending institutions willing to extend Commitments until the Requested Expiration Date in an aggregate amount not greater than such excess. Any such lending institution (an "Additional Lender") shall, on or prior to the Extension Request. The Effective Date, execute and deliver to the Borrowers and the Administrative Agent shall promptly after any such extension advise an Assignment and Acceptance Agreement, satisfactory to the Lenders of any changes in the Total Commitments Borrowers and the L/C Administrative Agent, setting forth the amount of such Additional Lender's Commitment Percentages. No and containing its agreement to become, and to perform all the obligations of, a Lender hereunder, and the Commitment of such extension Additional Lender shall become effective unlesson the Extension Effective Date.
(d) If the Required Lenders shall have elected to extend their pro rata share of the Commitment as provided in this Section 2.13, immediately upon then (i) effective on the proposed effectiveness thereofExtension Effective Date the Commitments of the Continuing Lenders (including any increase pursuant to Section 2.13(b)) and any Additional Lenders equal to their pro rata share of the Commitments as provided in this Section 2.13 shall continue until the Requested Expiration Date specified in the notice from the Company, and as to such Lenders the term "Expiration Date", as used herein, shall mean such Requested Expiration Date; (ii) the Commitments of any Terminating Lender shall continue until the Extension Effective Date, and shall then terminate (as to any Terminating Lender, the term "Expiration Date", as used herein, shall mean the Extension Effective Date) and any such Terminating Lender shall receive payment in full of the outstanding principal amount, together with accrued interest to such date and any other amounts owed by the Borrower to such Terminating Lender pursuant to this Agreement, of the Loans of such Terminating Lender; and (iii) from and after the Extension Effective Date, the term "Lenders" shall be deemed to include the Additional Lenders. On the Extension Effective Date the Borrower shall make payments of Revolving Credit Loans and request new Revolving Credit Loans to the extent necessary so that the aggregate Letter principal amount of outstanding Revolving Credit Exposure would be less than Loans of each Lender is equal to its Applicable Percentage of the Total CommitmentCommitments.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility (Borders Group Inc)
Extension of Expiration Date. RenRe may, at its option, give (a) The Revolving Credit Commitment of each of the Administrative Agent Lenders shall expire and shall be automatically reduced to zero on the Issuing Bank written notice (an “Extension Request”) at any time Expiration Date. Not later than 45 days and not more sooner than 60 days, nor less than 30 days, prior to days immediately preceding the Expiration Date then in effect at such time (effect, if Xxxxxxx-Xxxxxx wishes the “Current Expiration Date”) of the Credit Parties’ desire Lenders to extend the Expiration Date to a the date which is 364 days after the then effective Expiration Date (or, if such date is not later than a Business Day, the first anniversary of next preceding Business Day), Xxxxxxx-Xxxxxx shall so advise the Current Expiration DateAgent in writing (an "Extension Request"). The Administrative Agent shall thereupon promptly notify each Lender of the Lenders of such Extension RequestRequest of Xxxxxxx-Xxxxxx. Within 20 days of its receipt of such Extension Request from Xxxxxxx-Xxxxxx, the Agent shall notify Xxxxxxx-Xxxxxx as to whether the Lenders have agreed so to extend the Expiration Date and, if so, as to any additional or different terms on which such extension is conditioned (the decision to consent to or reject an Extension Request being a new credit determination by each Lender, and the determination of each Lender as to whether to agree to such extension and upon what terms being in the sole, absolute and unconditional discretion of each Lender). If such notice contains any such additional or different terms, Xxxxxxx-Xxxxxx shall endeavor advise the Agent in writing within 5 days next following receipt of such notice from the Agent as to respond whether Xxxxxxx-Xxxxxx agrees to such terms. If Xxxxxxx-Xxxxxx notifies the Agent that it so agrees, or if the Agent's notice that the Lenders have agreed to extend the Expiration Date contains no such additional or different terms, the Expiration Date shall automatically be extended to the date which is 364 days after the then effective Expiration Date (or, if such date is not a Business Day, the next preceding Business Day). If the Agent fails to notify Xxxxxxx-Xxxxxx within 20 days of the Agent's receipt of any Extension Request from Xxxxxxx-Xxxxxx as specified above as to whether the Lenders have agreed to such Extension Request, whether affirmatively the Lenders shall be deemed not to have agreed to such Extension Request.
(b) If (i) any Lender notifies the Agent in writing that it will not consent to such Extension Request or negatively (ii) all of the Lenders have not in writing expressly consented to any such determination to be Extension Request as provided in the sole discretion preceding paragraph, then the Agent shall so notify Xxxxxxx-Xxxxxx and Xxxxxxx-Xxxxxx, at its option, may (x) withdraw such Extension Request up to 5 days before the then current Expiration Date, or (y) replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the date 20 days prior to the then current Expiration Date) of the name of such Replacement Lender and may to the Agent; provided, that unless the Required Lenders (including Replacement Lenders) have agreed to such Extension Request on or before the 20th day prior to such Anniversary Date, such Extension Request shall be separately denied for any Account Party), by notice automatically withdrawn. Unless the Agent shall object to RenRe and the Administrative Agent within 10 days of receipt identity of such requestproposed Replacement Lender prior to the date 5 days prior to the then current Expiration Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than the then current Expiration Date) assign all of its interests hereunder to such Replacement Lender in consideration for an amount equal to such Nonextending Lender's Pro Rata share of the outstanding principal amount of the Revolving Credit Loans, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Documents, all in accordance with the provisions of Section 8.14(c) hereof. A If the Required Lenders agree to such Extension Request in accordance with this Section 2.14, the then current Expiration Date shall be extended in accordance with such Extension Request; provided, however, that with respect to each Nonextending Lender that has not affirmatively responded within been replaced by Xxxxxxx-Xxxxxx in accordance with the terms of this Section 2.14, the Commitment of each such 10-day period Nonextending Lender shall be deemed to terminate on the original Expiration Date (as such date may have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) been previously extended), and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed Borrowers shall pay to the Extension Request. If Agent for the Rejected Amount exceeds 50% account of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting each such Nonextending Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current then current Expiration Date, RenRe maysuch Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Documents, and the sum of the aggregate Revolving Credit Committed Amounts shall be irrevocably reduced by notice an amount equal to the Administrative Agent, elect sum of the aggregate Revolving Credit Committed Amounts of all Nonextending Lenders. If all Lenders consent to reduce the Total Commitment by any such remaining Rejected Amount, andExtension Request (or, if RenRe so electsall Nonextending Lenders are replaced in accordance with this Section 2.14), then as of 5:00 p.m. New York time on the Current then current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, on the Current Expiration Date, the Expiration Date shall be deemed to have been extended to, and shall be, for the date specified period requested by Xxxxxxx-Xxxxxx in such the related Extension Request. The Administrative Agent shall promptly after any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitment.
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Extension of Expiration Date. RenRe may(a) If no Event of Default has occurred and is continuing, at its optionthe Borrower may request, give by notice to the Administrative Agent and the Issuing each Bank written notice (an “Extension Request”) at any time not more given no earlier than 60 days45 days before, nor less and no later than 30 daysdays before, prior to the Expiration Date in effect at applicable on the date of such time notice (the “Current Expiration Date”) ), that the Banks renew their respective Commitments for an additional 364 days. If a Bank agrees, in its sole and absolute discretion, to so renew its Commitment, it will give notice to the Administrative Agent of the Credit Parties’ desire its decision to extend the Expiration Date to a date which is not do so no earlier than 30 days before, and no later than the first anniversary of 20 days before, the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension RequestNo later than 19 days before the Current Expiration Date (or the next Business Day, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in if the sole discretion of such Lender and may be separately denied for any Account Partyday 19 days before the Current Expiration Date is not a Business Day), by notice to RenRe and the Administrative Agent within 10 days of receipt of will notify the Borrower and each Bank as to the Banks (each a “Renewing Bank”) from which it has received such requesta notice agreeing to so renew. A Lender that has not affirmatively responded within such 10-day period Any failure by a Bank to so notify the Administrative Agent shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender)decision by such Bank not to so renew its Commitment.
(b) If all Banks elect to so renew their respective Commitments, and provided that the additional conditions specified in Section 4.03 shall have been satisfied, then on the Current Expiration Date the Expiration Date shall not be extended. If automatically become the Rejected Amount does not exceed 50% date that is 364 days following the Current Expiration Date.
(c) If, at the time the Administrative Agent gives the notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the Total CommitmentRenewing Banks aggregate at least 66-2/3% , RenRe but less than 100%, of the Commitments of all of the Banks at such time (the “Existing Commitments”), then (i) as to each Renewing Bank, on the Current Expiration Date the Expiration Date shall have automatically become the right, in consultation with and through the Administrative Agent, prior to date that is 364 days following the Current Expiration Date, as provided that the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender additional conditions specified in Section 4.03 shall have been satisfied, (ii) the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by shall remain unchanged as to each Bank that is not a pro rata assignment of Renewing Bank (each a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein“Terminating Bank”), which (iii) each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe Terminating Bank’s Commitment shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the extension of the Current Expiration Date. If there remains any Rejected Amount after giving effect to the assignments to the Accepting Lenders and the Purchasing Lenders described in this Section 2.19, on or before the Current Expiration Date, RenRe may, by notice to the Administrative Agent, elect to reduce the Total Commitment by such remaining Rejected Amount, and, if RenRe so elects, terminate on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, (iv) on the Current Expiration DateDate the Borrower shall pay the outstanding Loans owed to each Terminating Bank and all other amounts owed to each Terminating Bank. If, at the time the Administrative Agent gives the notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the Renewing Banks aggregate less than 66-2/3% of the Existing Commitments, none of the Commitments (including the Commitment of any Renewing Bank) shall be extended, and the Expiration Date shall remain unchanged.
(d) The Borrower may undertake the process contemplated by this Section 2.19 once each year (commencing in 2009), but the election by any Bank to become a Renewing Bank at any time shall not obligate such Bank to become a Renewing Bank at any other time, it being agreed that each election by any Bank to renew or not renew shall be deemed made by such Bank in its sole and absolute discretion and that such discretion shall not be limited by any prior election to become a Renewing Bank.
(e) If, at any time that the Administrative Agent gives a notice contemplated by Section 2.19(a) to the Borrower and the Banks, the Commitments of the then Renewing Banks aggregate at least 66-2/3% but less than 100% of the then Existing Commitments, the Borrower shall have the right, without the consent of the Banks but subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), to replace the Commitments of the then Terminating Banks by adding to this Agreement one or more commercial banks or other financial institutions (which shall, upon completion of the requirements stated in this Section 2.19, constitute Banks hereunder) or by allowing one or more Renewing Banks to increase their Commitments hereunder, provided that (i) such added and increased Commitments shall not be greater than the Commitments of such Terminating Banks, so that in no event will the aggregate amount of the Existing Commitments be increased (after giving effect to the contemporaneous termination of the Commitments of such Terminating Banks), (ii) no Renewing Bank’s Commitment shall be increased without the consent of such Renewing Bank, and (iii) the additional conditions specified in Section 4.03 shall have been extended to, and shall be, the date specified in such Extension Requestsatisfied. The Borrower shall give the Administrative Agent shall promptly after three Business Days’ notice of the Borrower’s intention to increase any such extension advise the Lenders of any changes in the Total Commitments and the L/C Commitment Percentages. No such extension shall become effective unless, immediately upon the proposed effectiveness thereof, the aggregate Letter of Credit Exposure would be less than the Total Commitmentor add a new commercial bank or other financial institution pursuant to this Section 2.
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Samples: Credit Agreement (Avista Corp)
Extension of Expiration Date. RenRe maya. If no Event of Defaulthas occurred and is continuing,the Borrower may request, at its option, give by simultaneous notice to the Administrative Agent and each Lender given after the Issuing Bank written notice (an “Extension Request”) at any time not more Amendment No. 5 Effective Date and no later than 60 days, nor less than 30 days, prior to days before the Expiration Date in effect at applicable on the date of such time notice (the “Current Expiration Date”) of the Credit Parties’ desire to extend the Expiration Date to a date which is not later than the first anniversary of the Current Expiration Date. The Administrative Agent shall promptly notify each Lender of such Extension Request, and each Lender shall endeavor to respond to such Extension Request, whether affirmatively or negatively (such determination to be in the sole discretion of such Lender and may be separately denied for any Account Party), by that the Lenders extend their respective Commitments for an additional period of one year. If a Lender agrees, in its sole and absolute discretion, to so extend its Commitment, it will give notice to RenRe and the Administrative Agent of its decision to do so within 10 30 days after the Borrower’s delivery of receipt of such request. A Lender that has not affirmatively responded within such 10-day period shall be deemed to have responded negatively. The Administrative Agent shall promptly notify RenRe of Lenders’ responses (or deemed responses) and the aggregate amount (the “Rejected Amount”) of the L/C Commitments of the Lenders (the “Rejecting Lenders”) that have not agreed to the Extension Request. If the Rejected Amount exceeds 50% of the Total Commitment (or if Xxxxx Fargo shall be a Rejecting Lender), the Current Expiration Date shall not be extended. If the Rejected Amount does not exceed 50% of the Total Commitment, RenRe shall have the right, in consultation with and through the Administrative Agent, prior to the Current Expiration Date, as the case may be, to request one or more Lenders that have agreed to the requested extension (the “Accepting Lenders”) to increase their L/C Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its L/C Commitment by an amount not to exceed the amount requested by RenRe, which offer shall be made by notice from such Accepting Lender to the Administrative Agent, not later than 10 days after such Accepting Lender is notified of such request by Agent and the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender’s L/C Commitment. Such increase shall be effected on the Current Expiration Date by a pro rata assignment of a Rejecting Lender’s or Rejecting Lenders’ Letter of Credit Advances and L/C Commitment pursuant to Section 9.5 (without regard to the minimum assignment amount set forth therein), which each Rejecting Lender agrees to make. If the aggregate amount of the offered increases in the L/C Commitments of all Accepting Lenders does not equal the Rejected Amount, RenRe shall have the right, prior to the Current Expiration Date, to require the Rejecting Lender or Rejecting Lenders to assign on a pro rata basis its or their Loans and L/C Commitments to one or more Eligible Assignees (the “Purchasing Lenders”) pursuant to Section 9.5, each of which Purchasing Lenders shall have a L/C Commitment not less than $5,000,000, and which Purchasing Lenders shall have aggregate L/C Commitments not greater than the Rejected Amount less any increases in the L/C Commitments of the Accepting Lenders. Such assignment shall be effected on the Current Expiration Date. Each Purchasing Lender shall be deemed to have consented to the requesting extension of the Current Expiration Date. If there remains any Rejected Amount Promptly after giving effect expiration of such 30-day period, the Administrative Agent will notify the Borrower and each Lender as to the assignments Lenders (each an “Extending Lender”) from which it has received such a notice agreeing to so extend. Any failure by a Lender to so notify the Accepting Administrative Agent shall be deemed to be a decision by such Lender not to so extend its Commitment.
b. If all Lenders elect to so extend their respective Commitments, and provided that the Purchasing Lenders described additional conditions specified in this Section 2.194.03 shall have been satisfied, then on or before the Current Expiration DateDate the Expiration Date shall automatically be extended by a period of one year.
c. If, RenRe may, at the time the Administrative Agent gives the notice contemplated by notice Section 2.20
(a) to the Administrative AgentBorrower and the Lenders, elect the Commitments of the Extending Lenders aggregate at least 66-2/3%, but less than 100%, of the Commitments of all of the Lenders at such time (the “Existing Commitments”), then, notwithstanding anything in Section 10.08(b) to reduce the Total contrary, (i) as to each Extending Lender, on the Current Expiration Date the Expiration Date shall automatically be extended by a period of one year, provided that the additional conditions specified in Section 4.03 shall have been satisfied, (ii) the Expiration Date shall remain unchanged as to each Lenderthat is not an Extending Lender (each a “Terminating Lender”), (iii) each Terminating Lender’s Commitment by such remaining Rejected Amount, and, if RenRe so elects, shall terminate on the Current Expiration Date, the Account Parties shall cause all Obligations owing to the applicable Rejecting Lender or Rejecting Lenders to be repaid, and upon such repayment, the Total Commitment shall be reduced by the amount of such remaining Rejected Amount. If the conditions to extension set forth above have been met, then, (iv) on the Current Expiration Date the Borrower shall (A) pay the outstanding Loans owed to each Terminating Lender and all other amounts owed to each Terminating Lender and (B) deposit into an account with the Administrative Agent an amount in cash equal to the aggregate LC Exposure of the Terminating Lenders plus any accrued and unpaid interest thereon, to be held and applied as provided in Section 2.05(i). If, at the time the Administrative Agent gives the notice contemplated by Section 2.20
(a) to the Borrower and the Lenders, the Commitments of the Extending Lenders aggregate less than 66-2/3% of the Existing Commitments, then none of the Commitments (including the Commitment of any Extending Lender) shall be extended, and the Expiration Date shall remain unchanged.
d. The Borrowermay use the process contemplated by this Section 2.20, at any time or times after the Amendment No. 5 Effective Date, no more than twice; provided, however, that no extension of the Expiration Date shall be deemed permitted that would cause the remaining term until the Expiration Date to exceed five years at any time.
e. If, at any time that the Administrative Agent gives a notice contemplated by Section 2.20(a) to the Borrower and the Lenders, the Commitments of the Extending Lenders aggregate at least 66-2/3% but less than 100% of the then Existing Commitments, the Borrower shall have the right to replace the Commitments of the Terminating Lenders by either newly establishing or increasing Commitments of one or more persons that become Additional Commitment Lenders pursuant to this Section 2.20(e); provided that (i) each such Additional Commitment Lender shall be selected or approved by the Borrower and shall be reasonably acceptable to the Administrative Agent and the Issuing Banks, (ii) no Extending Lender shall have an obligation to become such an Additional Commitment Lender, (iii) the additional conditions specified in Section 4.03 shall have been extended tosatisfied, (iv) each such newly established Commitment shall be in an amount equal to or greater than $5,000,000, (v) the aggregate of such newly established Commitments and increases in Commitments shall not exceed the aggregate Commitments of the Terminating Lenders, and (vi) no such newly established Commitment or increase in a Commitment shall bebecome effective unless and until (A) the Borrower, the date Administrative Agent, the Issuing Banks and the relevant Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit E (a “Commitment Extension Supplement”) with respect thereto, in each case in form and substance satisfactory to the Administrative Agent, and (B) such Additional Commitment Lender, if not already a Lender, shall have delivered an Administrative Questionnaire to the Administrative Agent. Upon compliance with the provisions of this Section 2.20(e), each Additional Commitment Lender hereunder shall have the Commitment specified in its Commitment Extension Supplement and, if not already a Lender, shall constitute a “Lender” hereunder.
f. On the effective date of each replacement of all or a portion of one or more Commitments of Terminating Lenders pursuant to Section 2.20(e), each relevant Additional Commitment Lender shall purchase, as an assignment from each other Lender, the portion of such Extension Requestother Lender’s Loans, unreimbursed LC Disbursements and participations in Letters of Credit outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Loans, unreimbursed LC Disbursements and participations in Letters of Credit of each Lender shall be equal to such Lender’s Pro Rata Share of the aggregate Loans, unreimbursed LC Disbursements and participations in Letters of Credit outstanding. The purchase price for the Loans, unreimbursed LC Disbursements and participations in Letters of Credit so assigned shall be the sum of (i) the principal amount of the Loans and unreimbursed LC Disbursements so assigned plus the amount of accrued and unpaid interest thereon as of the date of assignment and (ii) the amount of accrued and unpaid LC Participation Fees as of the date of assignment on the participations in Letters of Credit so assigned. Each such Additional Commitment Lender shall pay the aggregate purchase price payable by it to the Administrative Agent on the effective date of the corresponding replacement of all or a portion of one or more Commitments of Terminating Lenders, and the Administrative Agent shall promptly after any forward to each other Lender the portion thereof payable to it. Upon payment of such extension advise purchase price, each other Lender shall be automatically deemed to have sold and made such an assignment to each such Additional Commitment Lender and shall, to the Lenders extent of any changes in the Total Commitments interest assigned, be released from its obligations under the Loan Documents, and each such Additional Commitment Lender shall be automatically deemed to have purchased and assumed such an assignment from each other Lender and, if not already a Lender hereunder, shall be a party hereto and, to the L/C Commitment Percentages. No such extension shall become effective unlessextent of the interest assigned, immediately upon have the proposed effectiveness thereof, rights and obligations of a Lender under the aggregate Letter of Credit Exposure would be less than the Total CommitmentLoan Documents.
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Samples: Credit Agreement (Avista Corp)