Common use of Extension of Maturity Date Clause in Contracts

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Ferrellgas Finance Corp), Credit Agreement (Ferrellgas Partners Finance Corp)

AutoNDA by SimpleDocs

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effecteffect (the “Present Maturity Date”). This option may be exercised only twice. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the consenting Lenders (the “Consenting Lenders”) constitute Majority Lenders and only if the Revolving Commitments of the Consenting Lenders are at least equal to the Outstandings, after giving effect to any replacements the prepayment of Lenders permitted herein) (the "Advances to Non-Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such extended Maturity Date being the “Extension Maturity Date”). All non consenting Lenders (“Non-Consenting Lenders”) shall continue to be subject to the Maturity Date in effect prior to the effectiveness of the Extension Maturity Date (such existing Maturity Date being the "Extension Effective “Present Maturity Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Maturity Date. As a condition precedent to such extension, the Borrower shall pay or prepay all Advances, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date Borrower (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V IV and the other Loan Credit Documents are true and correct on and as of the Extension Effective Datein all material respects, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 4.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and subsection (b), respectively, ) of Section 6.015.6, and (B) no Default exists. The Borrower If the Maturity Date has been extended, each Consenting Lender shall prepay any Committed Loans outstanding on automatically be deemed to have purchased participations in each Letter of Credit, the Extension Effective Date (related Letter of Credit Exposure, and pay any additional amounts required pursuant each Swingline Advance equal to Section 3.05) such Consenting Lender’s Pro Rata Share thereof after giving effect to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as departure of the Extension Effective DateNon-Consenting Lenders and the elimination of their Revolving Commitments. (c) This Section shall supersede any provisions in Section 2.13 2.14 or 10.01 9.1 to the contrary. (d) The Borrower shall prepay any Advances outstanding on the Present Maturity Date (and pay any additional amounts required pursuant to Section 2.8) or borrow additional amounts to the extent necessary to keep outstanding Revolving Advances ratable with any revised and new Revolving Commitment of all Consenting Lenders effective as of the Present Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (National Oilwell Varco Inc), Credit Agreement (National Oilwell Varco Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 sixty (60) days prior to, nor later than 60 forty-five (45) days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 thirty (30) days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding at least 66-2/3% of the Aggregate Commitments (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.1, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.053.4) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 2.14 or 10.01 Section 10.1 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Micros Systems Inc), Credit Agreement (Micros Systems Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days or later than 30 days prior to, nor later than 60 days prior to, to the Maturity Date then in effect, the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year an extension of the Maturity Date then in effecteffect (the "Extension Request"). Within 30 20 days of delivery of such noticenotice but not earlier than 30 days prior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent by written notice whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion)extension. Any Lender not responding within the above such time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, responses and the aggregate amount of the Commitments (the "Rejected Amount") of the Lenders (the "Rejecting Lenders") that have declined or is been deemed to have declined, declined to consent to such extensionthe Extension Request. If the Maturity Date is extended as provided in Section 2.03(b), the Borrower may shall cause any such each Rejecting Lender to be removed and/or replaced as a Lender no later than the Maturity Date then in effect pursuant to Section 10.1610.15. (b) The Maturity Date then in effect shall be extended only if all Lenders (after the "Accepting Lenders") holding more than 50% of the Aggregate Commitments (the amount of which shall be calculated prior to giving effect to any removals or replacements of Lenders permitted herein) (the "Consenting Rejecting Lenders") have consented theretothereto and the stated maturity date under the Five-Year Credit Agreement is not less than 364 days after the Maturity Date then in effect. If so extended, the Maturity Date, as to the Consenting Lenders, Date then in effect shall be extended to a date 364 days from the same date Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent shall promptly confirm in writing to the Lenders and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Accepting the Lender) signed by a Responsible Principal Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, no Default or Event of Default exists. The Administrative Agent shall distribute an amended Schedule 2.01 (Awhich shall be deemed incorporated into this Agreement) to reflect any changes in the representations Lenders and warranties contained their Commitments. (c) If the Maturity Date then in Article V effect is extended pursuant to Section 2.03(b), the Borrower shall have the right, in consultation with and through the other Loan Documents are true and correct on and as of Administrative Agent, either prior to or within 60 days following the Extension Effective Date, except to request one or more of the Accepting Lenders to increase their respective 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 Commitment by an amount up to the extent that amount requested by the Borrower, which offer shall be made by notice from such representations and warranties specifically refer Accepting Lender to an earlier date, in which case they are true and correct as the Administrative Agent not later than ten days after such Accepting Lender is notified of such earlier daterequest by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender's Commitment. If the aggregate amount of the offered increases in the Commitments of all Accepting Lenders does not equal the Rejected Amount, then the Borrower shall have the right, prior to or within 60 days following the Extension Effective Date, to add one or more Eligible Assignees as Lenders (the "Purchasing Lenders") to replace such Rejecting Lenders, which Purchasing Lenders shall have aggregate Commitments not greater than the Rejected Amount less any increases in the Commitments of the Accepting Lenders. (d) In the event the Maturity Date then in effect is not extended pursuant to Section 2.03(b), the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) not later than 10 days prior to the Maturity Date then in effect, elect to convert the outstanding principal amount of the Loans on the Maturity Date then in effect to a term loan, which term loan shall be payable on or before the first anniversary of the Maturity Date then in effect (but in any event not later than the stated maturity date then in effect under the Five-Year Credit Agreement. From and except that after such conversion, such term loan shall continue to be a Loan for purposes of this Section 2.14Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 except that such term loan shall not be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b)a revolving credit and, respectivelyif prepaid, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Datemay not be reborrowed. (ce) This Section 2.03 shall supersede supercede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 60 days six months prior to, to the Maturity Date then in effectDate, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting “Extending Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date which is one year after the Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a condition precedent to result of such extension, ; (ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of each Loan Party the Borrower dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, (2) before and after giving effect to such extension no Default exists or will exist, and (B3) no Default exists. event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a) and (b) that has had, or would reasonably be expected to have, a Material Adverse Effect; (iii) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) This Section shall supersede any provisions in Section 2.13 2.06 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toThe Borrower may, nor later by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days prior to, in advance of the Maturity Date then in effecteffect at such time (the “Existing Maturity Date”), request that the Borrower mayLenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, upon acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (which shall promptly notify the Lenders“Response Date”), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it consents will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within that is a Defaulting Lender on the above time period Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower and the Lenders Borrower, in writing, of the Lenders' responses’ elections promptly following the Response Date. If The election of any Lender declines, or is deemed to have declined, to consent agree to such extension, the Borrower may cause an extension shall not obligate any such other Lender to so agree. The Maturity Date may be replaced as a Lender extended no more than two times pursuant to this Section 10.162.22. (b) The (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended only if and the outstanding principal balance of all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Loans and other amounts payable hereunder shall be extended to payable, and the same date in Commitments shall terminate, on the following year, effective as of the Existing Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent prior to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (LHC Group, Inc), Credit Agreement (Deluxe Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 60 sixty (60) days prior to, to the Scheduled Maturity Date then in effectDate, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Scheduled Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If The execution of this Agreement and the consummation of the Transactions on the date hereof shall not constitute any Lender declines, or is deemed to have declined, to consent to such extension, of the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16two extensions of the Scheduled Maturity Date referenced in the proviso of the first sentence of this clause (a). (b) The Scheduled Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting “Extending Lenders") have consented thereto. If so extended, the Scheduled Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in which is one year after the following year, effective as of the Scheduled Maturity Date then in effect (such existing the “Extended Maturity Date being Date”), effective as of the "date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (the “Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Scheduled Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a condition precedent to result of such extensionextension (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); (ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Scheduled Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of each Loan Party the Borrower dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, 6.1 and (B2) before and after giving effect to such extension no Default exists. exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); (iii) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) This Section shall supersede any provisions in Section 2.13 2.6 or 10.01 10.1 to the contrary.

Appears in 2 contracts

Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 75 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the Borrower may, but not more than two times, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2014, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations. If any Non-Consenting Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding on the Maturity Date applicable to such Non-Consenting Lender, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the contraryaggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank and the Borrower with respect to such Letters of Credit including providing other credit support.

Appears in 2 contracts

Samples: Credit Agreement (Valero Energy Partners Lp), Credit Agreement

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier or later than 90 the Requisite Time therefor, Borrower may, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders), request an extension of the Maturity Date then in effect (the "Extension Request"). Within 20 days of delivery of such notice but not earlier than 30 days prior to, nor later than 60 days prior to, to the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent by Requisite Notice whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion)extension. Any Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of Lenders' responses and the Lenders aggregate amount of the Lenders' responsesCommitments of Rejecting Lenders (the "Rejected Amount"). If the Maturity Date is extended as provided in Section 2.10(b) and if any Lender (individually, a "Rejecting Lender" and collectively, "Rejecting Lenders") declines, or is deemed to have declined, to consent to such extension, the Borrower may shall cause any such each Rejecting Lender to be removed and/or replaced as a Lender no later than the Maturity Date then in effect pursuant to Section 10.1610.21. (b) The Maturity Date then in effect shall be extended only if all Lenders (after "Accepting Lenders") holding more than 50% of the combined Commitments (the amount of which shall be calculated prior to giving effect to any removals or replacements of Lenders permitted herein) (the "Consenting Rejecting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date then in effect shall be extended to a date 364 days from the same date Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm in writing to the Lenders and Borrower such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Accepting Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, no Default or Event of Default exists. Administrative Agent shall distribute an amended Schedule 2.01 (Awhich shall be deemed incorporated into this Agreement) to reflect any changes in Lenders and their Commitments. (c) If the representations Maturity Date then in effect is extended pursuant to Section 2.10(b), Borrower shall have the right, in consultation with and warranties contained in Article V and the other Loan Documents are true and correct on and as of through Administrative Agent, either prior to or within 60 days following the Extension Effective Date, except to request one or more Accepting Lenders to increase their 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 Commitment by an amount up to the extent amount requested by Borrower, which offer shall be made by notice from such Accepting Lender to Administrative Agent not later than ten days after such Accepting Lender is notified of such request by Administrative Agent, specifying the amount of the offered increase in such Accepting Lender's Commitment. If the aggregate amount of the offered increases in the Commitments of all Accepting Lenders does not equal the Rejected Amount, then Borrower shall have the right, prior to or within 60 days following the Extension Effective Date, to add one or more banks or other financial institutions, each of which must be eligible to be an assignee under Section 10.04, as Lenders ("Purchasing Lenders") to replace such Rejecting Lenders, which Purchasing Lenders shall have an aggregate Commitment not greater than the Rejected Amount less any increases in the Commitments of Accepting Lenders. (d) In the event the Maturity Date then in effect is not extended pursuant to Section 2.10(b), Borrower may, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders) not later than the Requisite Time therefor elect to convert the outstanding principal amount of the Loans on the Maturity Date then in effect to term loans, which term loans shall be payable on the second anniversary of the date on which such conversion occurs; provided that such representations conversion shall not occur if an Event of Default has occurred and warranties specifically refer is continuing on the Maturity Date then in effect. From and after such conversion, (i) such term loans shall continue to an earlier date, in which case they are true and correct as of such earlier date, and except that be Loans for purposes of this Section 2.14Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 except that such term loans shall not be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b)a revolving credit and, respectivelyif prepaid, of Section 6.01may not be reborrowed, and (Bii) no Default exists. The Borrower the Commitment of each Lender shall prepay any Committed Loans outstanding on continue to be outstanding, except that immediately after such conversion, the Extension Effective Date (and pay any additional amounts required pursuant Commitment of each Lender shall automatically be reduced to Section 3.05) an amount equal to the extent necessary principal amount of such term loans owing to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Datesuch Lender. (ce) This Section 2.10 shall supersede supercede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: 364 Day Revolving Credit Agreement (Comcast Cable Communications Inc), 364 Day Revolving Credit Agreement (Comcast Cable Communications Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 75 days prior to, nor later than 60 30 days prior to, the Initial Maturity Date then in effectand each anniversary of the Initial Maturity Date, the Borrower may, but no more than two times, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2012, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations. If any Non-Consenting Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding on the Maturity Date applicable to such Non-Consenting Lender, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the contraryaggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank and the Borrower with respect to such Letters of Credit including providing other credit support.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Valero Energy Partners Lp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, After the Maturity Date then in effectfirst anniversary of the Effective Date, the Borrower may, upon notice on two occasions during the term of this Agreement (but not more frequently than once in any consecutive twelve- month period), request an extension of the Maturity Date for an additional one-year period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly notify advise each Lender) not more than 75 days or less than 30 days prior to the Lenders), request a one-year extension effective date of the Maturity Date then in effectproposed extension (the “Extension Effective Date”). Within 30 days of delivery of In response to such noticerequest, each Lender shall shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Administrative Agent whether or not it consents to such extension is willing (which consent may be given or withheld in such Lender's its sole and absolute complete discretion). Any ) to extend the scheduled Maturity Date for an additional one-year period (and any Lender not responding within that fails to give such notice to the above time period Administrative Agent shall be deemed to have elected not to have consented to such extensionextend the scheduled Maturity Date). The Administrative Agent shall promptly will notify the Borrower and the Lenders of the Lenders' responses’ decisions no later than 15 days prior to such Extension Effective Date. If Lenders holding more than 50% of the Commitments elect to extend the scheduled Maturity Date, then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) no Default exists on such Extension Effective Date and (ii) all representations and warranties are true and correct on such Extension Effective Date, as though made as of such Extension Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender declinesthat elects, or is deemed to have declinedelected, not to consent to such extension, extend the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The scheduled Maturity Date shall be extended only if all Lenders (after giving effect a “Declining Lender”) will have its Commitment terminated on the then existing scheduled Maturity Date (without regard to any replacements of Lenders permitted herein) (the "Consenting extension by other Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent Borrower may, at its sole expense and effort, upon notice to any Declining Lender and the Administrative Agent, require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an Eligible Assignee selected by the Borrower shall promptly confirm and willing to the Lenders accept such extension assignment (in accordance with, and the Extension Effective Date. As a condition precedent to such extensionsubject to, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies restrictions and consents otherwise required for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bassignments generally), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Allete Inc), Credit Agreement (Allete Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 A. At least 45 days prior to, nor later but not more than 60 days prior toto the first or second anniversary of the Effective Date (or both), the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, or is such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. B. If all the Lenders consent in writing to any such request in accordance with Section 2.15A, the Maturity Date in effect at such time shall, effective as at the Maturity Date (the “Extension Date”), be extended for one year; provided that on each Extension Date the conditions set forth in Section 3.3 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.15A, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to Section 2.15D, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.15 and the Commitment of such Lender is not assumed in accordance with Section 2.15C on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.8 and 9.3, and its obligations under Section 10.4, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have declined, any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. C. If less than all of the Lenders consent to any such extensionrequest pursuant to Section 2.15A, the Borrower may cause arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender to be replaced as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.15B for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.8 and 9.3, and its obligations under Section 10.4, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 10.162.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (b) The Maturity Date shall be extended only if all Lenders D. If (after giving effect to any replacements assignments or assumptions pursuant to Section 2.15C) Lenders having Commitments equal to at least 50% of Lenders permitted hereinthe Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) (the "Consenting Lenders") have consented thereto. If so extendednot later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Borrower, as and, subject to the Consenting Lenderssatisfaction of the conditions in Section 3.3, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (shall be extended for the additional one-year period as described in Section 2.15A, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being the "as so extended. Promptly following each Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of shall notify the Lenders (including each Loan Party dated as Assuming Lender) of the Extension Effective extension of the scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying effect immediately prior thereto and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) shall thereupon record in the case of Register the Borrower, certifying that, before relevant information with respect to each such Consenting Lender and after giving effect to each such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAssuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Hospira Inc), Credit Agreement (Hospira Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of December 10, 2007, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Lenders that so consent being the “Consenting Lenders"” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2006, no Default existsevent, development or circumstance that has had a Material Adverse Effect has occurred. The Borrower shall prepay any Committed pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: 5 Year Revolving Credit Agreement (NuStar GP Holdings, LLC), 5 Year Revolving Credit Agreement (NuStar Energy L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Initial Maturity Date then in effectand each anniversary of the Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and except that for purposes after giving effect to such extension no Default exists or will exist as of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2020, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 2 contracts

Samples: Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the The Borrower may, upon notice by delivering an Extension Request to the Administrative Agent (which who shall promptly notify deliver a copy to each of the Lenders), request a one-year extension not less than 30 days (but not more than 60 days) in advance of any anniversary of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (each such anniversary date following an Extension Request, an “Extension Date”), request that the Lenders extend the Revolving Credit Maturity Date in sufficient copies for each Lendereffect at such time (the “Existing Maturity Date”) signed by a Responsible Officer to the first anniversary of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and Existing Maturity Date; provided that after giving effect to such extension, (A) the representations and warranties contained Revolving Credit Maturity Date so extended may not be later than fifth anniversary of the date of such Extension Date. Each Lender, acting in Article V and its sole discretion, shall, by written notice to the other Loan Documents are true and correct on and as Administrative Agent given not later than the date that is the 20th day after the date of the Extension Effective Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), except advise the Administrative Agent in writing whether or not such Lender agrees to the extent requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such representations requested extension by the Response Date and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except any Lender that for purposes of this Section 2.14, is a Defaulting Lender on the representations and warranties contained in subsections (a) and (b) of Section 5.05 Response Date shall be deemed to refer be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to the most recent statements furnished agree to such an extension shall not obligate any other Lender to so agree. The Revolving Credit Maturity Date may be extended no more than two times pursuant to subsections (a) and (b), respectively, of this Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date2.25. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 75 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of November 9, 2007, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension to Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2006, no Default existsevent, development or circumstance that has had or could reasonably be excepted to have a Material Adverse Effect has occurred. The Borrower shall prepay repay any Committed Loans outstanding on the Extension Effective Date (and pay any and additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participants.

Appears in 1 contract

Samples: $2,500,000,000 5 Year Revolving Credit Agreement (Valero Energy Corp/Tx)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Closing Date then in effectand on not more than three occasions, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding greater than 50% of the total Commitments then outstanding (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If For each such extension, if so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in after giving effect to any prior extensions (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date (existing Maturity Date), and the new Maturity Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the VI made by it (other Loan Documents than those made in Section 6.08) are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) before and after giving effect to such extension no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective exists or will exist as of the Extension Effective Confirmation Date, and (C) no Material Adverse Effect (except as may have arisen in connection with the matters covered in Section 6.08 hereof) has occurred since the date of the most recently filed Form 10-K or 10-Q through the Extension Confirmation Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Baker Hughes Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 120 days prior to, nor later than 60 90 days prior to, each anniversary of the Closing Date (other than an anniversary date which is the Maturity Date then in effectDate), the Borrower may, upon notice may request by Requisite Notice made to the Administrative Agent (which who shall promptly notify the Lenders), request ) a one-one year extension of the Maturity Date then Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in effectSection 6 are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default exists. Within 30 Each Lender shall notify Administrative Agent by Requisite Notice whether it consents to or declines such request within 45 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have not consented to such extensionextending the Maturity Date. The Administrative Agent shall promptly shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the Lenders' responses. results thereof. (b) If any Lender declines, or is deemed to have declined, to consent to such extensionrequest for extension (a "Declining Lender"), Borrower may, within 120 days after such applicable anniversary date (the Borrower may "Declining Lender Replacement Period"), cause any such Declining Lender to be removed and/or replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto11.22. If so extendedBorrower is not able to replace the Declining Lender's Commitment within the Declining Lender Replacement Period, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of then the Maturity Date then in effect (such existing shall continue to be the Maturity Date being hereunder and the following covenants and conditions will apply: (i) Units and Model Units can be added to the Borrowing Base only for a period of twelve additional months beyond the expiration of the Declining Lender Replacement Period; (ii) Finished Lots can be added to the Borrowing Base only prior to the expiration of the nine month period following the Declining Lender Replacement Period; (iii) Development Parcels can be added to the Borrowing Base only prior to the six month period following the Declining Lender Replacement Period; and (iv) no new Letters of Credit can be issued under this Agreement after the Declining Lender Replacement Period. (c) If, after giving effect to any removals or replacements of Lenders pursuant to the prior subsection, all Lenders have consented to extending the Maturity Date, it shall be extended for one year, and Administrative Agent shall promptly notify Lenders thereof (the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate on or prior to the Extension Effective Date, in form and substance satisfactory to Administrative Agent: (i) corporate resolutions and incumbency certificates of each Loan Borrower Party dated as of the Extension Effective Date (approving such extension in sufficient copies for each Lender, (ii) a certificate signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case Borrower of the Borrower, certifying that, before and after giving effect type referred to such extension, in Section 5.01 (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (aa)(vi) and (biii) of Section 5.05 new or amended Notes, if requested by any new or affected Lender, evidencing such new or revised Commitments. Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bincorporated into this Agreement), respectivelyto reflect any changes in Lenders, of Section 6.01, the Commitments and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new each Lender's Pro Rata Shares of all the Lenders effective as of the Extension Effective DateShare thereof. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Newmark Homes Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectEffective Date, the Borrower may, but (i) not more than one time prior to the Investment Grade Covenants Date and an unlimited number of times following the Investment Grade Covenants Date and (ii) not at any time during the Tranche 2 Period, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension, no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since the date of the financial statements most recently delivered pursuant to Section 5.01(a), no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.15) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the Total Tranche 1 Credit Exposure exceeds the total Tranche 1 Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.05(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Incremental Facility Agreement (Tesoro Corp /New/)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toThe Borrower may, nor later by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days prior to, in advance of the Maturity Date then in effecteffect at such time (the "Existing Maturity Date"), request that the Borrower mayLenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, upon acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (which shall promptly notify the Lenders"Response Date"), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Xxxxxx agrees to the requested extension. Each Lender that advises the Administrative Agent that it consents will not extend the Existing Maturity Date is referred to herein as a "Non-extending Lender"; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within that is a Defaulting Lender on the above time period Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower and the Lenders Borrower, in writing, of the Lenders' responseselections promptly following the Response Date. If The election of any Lender declines, or is deemed to have declined, to consent agree to such extension, the Borrower may cause an extension shall not obligate any such other Lender to so agree. The Maturity Date may be replaced as a Lender extended no more than three times pursuant to this Section 10.162.21. (b) The (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended only if and the outstanding principal balance of all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Loans and other amounts payable hereunder shall be extended to payable, and the same date in Commitments shall terminate, on the following year, effective as of the Existing Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent prior to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effectOn each anniversary of this Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all of the Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VII made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as after giving effect to such extension no Event of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Default exists or will exist, and (BC) no Default exists. The Borrower since (1) the most immediately preceding December 31 and (2) prior to the date thirty (30) days preceding such Extension Effectiveness Date, whichever shall prepay any Committed Loans outstanding later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a Material Adverse Effect on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Teton Energy Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not At any time not earlier than 90 days prior to, nor later than 60 days prior toto the anniversary date of this agreement in each year, the Borrowers may, by written request to the Administrative Agent (the “Extension Request”), request that this agreement be amended to extend the then current Maturity Date to a date up to one year later than the then current Maturity Date. A copy of the Extension Request shall be provided by the Administrative Agent to each of the Lenders in effect, the Borrower accordance with Section 14.18. Each such Lender may, upon in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent (which shall promptly notify the Lenders“Extension Response Notice”), request a one-year extension not later than 30 days after receipt of the Maturity Date then in effectExtension Request (the “Extension Response Period”), approve or decline the Extension Request. Within 30 days of delivery of If any such noticeLender does not provide an Extension Response Notice within the Extension Response Period, each such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of such approval and confirm the Lenders' responses. If any Lender declinesnew Maturity Date, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The which new Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (become effective on and from the "Consenting Lenders") have consented theretothen current Maturity Date. If so extendedthe Majority Lenders do not approve the Extension Request, the Maturity Date, as to Administrative Agent shall notify the Consenting Lenders, shall be extended to Borrowers and the same date in the following year, effective as of Lenders and the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall not be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Dateextended. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Equinox Gold Corp.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier At least 30 days prior to, but not more than 90 days prior to, nor later than 60 days prior toany anniversary of the Effective Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date to the date that is one year after the then existing Maturity Date (such existing Maturity Date, the “Existing Maturity Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in effect. Within 30 turn, in its sole discretion, not later than 20 days of after delivery of such noticenotice by the Administrative Agent to the Lenders, each Lender shall notify the Administrative Agent in writing as to whether or not it such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension (which consent may be given or withheld in of the Maturity Date not later than 20 days after the delivery of such Lender's sole and absolute discretion). Any notice by the Administrative Agent to the Lenders, such Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responsesconsents received with respect to the Borrower’s request for an extension of the Maturity Date. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower The Maturity Date may cause any such Lender to be replaced as a Lender extended pursuant to this Section 10.162.20 on no more than two (2) separate instances during the term of this Agreement. (b) The If the Required Lenders consent in writing to any such request in accordance with Section 2.20(a), the Maturity Date shall be extended only if all to the date which is one year after the Existing Maturity Date as to those Lenders that so consented (after giving effect each, an “Extending Lender”) but shall not be extended as to any replacements Non-Extending Lender. To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.20 and the Commitment of Lenders permitted hereinsuch Non-Extending Lender is not assigned in accordance with Section 2.20(c) (on or prior to the "Consenting Lenders") have consented thereto. If so extended, the applicable Existing Maturity Date, the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided, that such Non-Extending Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 9.03, shall survive such Existing Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Consenting Lenders, shall be extended to the same date in the following year, effective as Borrower for any requested extension of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This If, pursuant to Section shall supersede 2.20(a), the Borrower requests an extension of the Maturity Date and the Required Lenders consent to such request, then the Borrower may, at any provisions time after the day that is 27 months prior to the Maturity Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 2.13 9.04), all its interests, rights and obligations under this Agreement to a willing assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) unless the assignee is already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, conditioned or 10.01 delayed, and (ii) such Non-Extending Lender shall have received payment of an amount equal to the contraryoutstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). (d) If the Required Lenders consent in writing to a requested extension of the Maturity Date, not later than one Business Day prior to the applicable Existing Maturity Date, the Administrative Agent shall so notify the Borrower, and the Existing Maturity Date then in effect shall be extended for the additional one-year period as described in Section 2.20(b), and all references in the Loan Documents to the “Maturity Date” shall, solely with respect to the Commitments and Revolving Credit Exposure of each Extending Lender and each assignee pursuant to Section 2.20(c) for such extension, refer to the Maturity Date as so extended. Promptly following the applicable Existing Maturity Date, the Administrative Agent shall notify the Lenders (including each assignee pursuant to Section 2.20(c)) of such extension of the applicable Existing Maturity Date and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such assignee.

Appears in 1 contract

Samples: Revolving Credit Agreement (Marathon Petroleum Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of this Agreement, the Borrower Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower Borrowers may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower Borrowers shall promptly confirm to the Lenders such extension extension, and the Extension Effective Date. As a condition precedent to each such extension, the Borrower Borrowers shall pay to the Administrative Agent for the pro rata benefit of the consenting Lenders based on their respective Commitments an aggregate extension fee equal to .20% of the Aggregate Commitments as of the applicable Extension Effective Date and deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the BorrowerBorrowers, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, . and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Municipal Mortgage & Equity LLC)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of April 27, 2022, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Lenders that so consent being the “Consenting Lenders"” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2020, no Default existsevent, development or circumstance that has had a Material Adverse Effect has occurred. The Borrower shall prepay any Committed pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) 2.14). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.14 to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectDate, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) . The Maturity Date shall be extended only if Lenders holding at least 66-2/3% of the Aggregate Revolving Commitments (calculated prior to giving effect to any removals or replacements of Lenders permitted herein) and all Lenders (after giving effect to any removals or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in the following yearexisting Maturity Date, effective as of the Maturity Date then in effect (such existing Maturity Date being (the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Loan Party Guarantor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and and, (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (Ax) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) date and (by) no Default or Event of Section 5.05 Default is in existence. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to refer to the most recent statements furnished pursuant to subsections (a) reflect any changes in Lenders and (b), respectively, of Section 6.01, and (B) no Default existstheir Commitment amounts. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new the Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) Lenders. This Section 2.03 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Solectron Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier The Borrowers may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 90 thirty (30) days prior to, nor later than 60 days prior to, in advance of the applicable Maturity Date then in effecteffect at such time (the “Existing Maturity Date”), request that the Borrower mayLenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, upon acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the twentieth (which shall promptly notify 20th) day after the Lendersdate of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it consents will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within that is a Defaulting Lender on the above time period Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower and the Lenders Borrowers, in writing, of the Lenders' responses’ elections promptly following the Response Date. If The election of any Lender declines, or is deemed to have declined, to consent agree to such extension, the Borrower may cause an extension shall not obligate any such other Lender to be replaced as a Lender pursuant to so agree. The Borrowers may not exercise their extension rights under this Section 10.162.21 more than twice. (b) The (i) If, by the Response Date, Revolving Lenders or Term Lenders, as applicable, holding Commitments in the applicable Class of Loans that aggregate 50% or more of the total Commitments in such Class shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended only if and the outstanding principal balance of all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Loans in such Class and other amounts payable hereunder shall be extended to payable, and the same date in Commitments shall terminate, on the following year, effective as of the Existing Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent prior to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the Borrower MLP may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower Borrowers may cause any such Lender to be removed or replaced as a Lender pursuant to Section SECTION 10.16. (b) The Maturity Date shall be extended only if all Lenders holding more than 50% of the Commitments (after calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the "Consenting LendersCONSENTING LENDERS") have consented thereto, with respect only to Consenting Lenders and any Replacement Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of year (the Maturity Date then in effect (such "EXTENSION EFFECTIVE DATE") but the pre-existing Maturity Date being the "Extension Effective Date")shall remain in effect with respect to any Lender that is not a Consenting Lender and is not replaced. The Administrative Agent and the Borrower Borrowers shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension extension, or if the Borrowers' resolutions delivered pursuant to SECTION 4.01(a)(v) provided for such extension, certifying that such resolutions of the applicable Loan Party have not been amended, modified or rescinded and remain in full force and effect and, (ii) in the case of the BorrowerBorrowers, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are shall be true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Administrative Agent shall distribute an amended SCHEDULE 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their Commitment amounts. Each Borrower shall (i) on the existing Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Lender which is not a Consenting Lender and is not replaced as a Lender pursuant to SECTION 10.16, and (ii) prepay any Committed Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section SECTION 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new the Pro Rata Shares of all the Lenders effective as of the Extension Effective DateLenders. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Enbridge Energy Partners Lp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto the first and/or second anniversary of the Effective Date, the Maturity Date then in effectCompany, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower Company and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to such anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any Company not later than 15 days prior to such Lender to be replaced as a Lender pursuant to Section 10.16anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all the Lenders (after giving effect consent in writing to any replacements of Lenders permitted hereinsuch request in accordance with subsection (a) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.20, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer subject to the most recent statements furnished pursuant to subsections satisfaction of the conditions set forth in Section 4.02 (a) and (b), respectivelythe Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 6.012.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (Bd) no Default existsof this Section 2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). The Borrower shall prepay To the extent that the Maturity Date is not extended as to any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required Lender pursuant to this Section 3.052.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the extent necessary applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive the Maturity Date for such Lender as to keep outstanding Committed Loans ratable with matters occurring prior to such date. It is understood and agreed that no Lender shall have any revised and new Pro Rata Shares of all obligation whatsoever to agree to any request made by the Lenders effective as Company for any requested extension of the Extension Effective Maturity Date. (c) This If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Administrative Agent shall supersede promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other assignees to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such assignee as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such assignee shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such assignee, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such assignee, if any, shall have delivered to the Company and the Administrative Agent an Assumption Agreement, duly executed by such assignee, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Company, and, subject to the satisfaction of the conditions set forth in Section 2.13 or 10.01 4.02 (a) and (b), the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the contrary“Maturity Date” shall, with respect to each Consenting Lender and each assignee for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such assignee.

Appears in 1 contract

Samples: Credit Agreement (Moodys Corp /De/)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 75 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectRevolving Effective Date, the Borrower may, but not more than two times, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2014, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Revolving Credit Agreement (Valero Energy Corp/Tx)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach May 2 occurring hereafter, the Borrower maybeginning with May 2, 2011, and on not more than three occasions, WXX xxx, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and after giving effect to any replacements of Non-Extending Lenders permitted herein) (the "Consenting Lenders"pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of which is one year after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension and extension, specifying the Extension Effective Date and the new Maturity Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of each Loan Party such Obligor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (i) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, that (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VI made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (B) as of the Extension Effective Date, both before and immediately after giving effect to such earlier dateextension no Default or Event of Default has occurred and is continuing, and except that for purposes (C) as of the Extension Effective Date, there has been no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent and each Lender pursuant to Section 7.01(b), in the financial condition, business or operations of WIL and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.14, each Non-Extending Lender that has not been replaced by another Lender pursuant to Section 4.03 prior to the representations applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and warranties contained in subsections (a) and (b) of Section 5.05 references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the most recent statements furnished pursuant to subsections Existing Maturity Date. On the Existing Maturity Date, the Borrowers shall (ai) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 3.052.12) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Weatherford International LTD)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4Subject to, and upon the Borrowers’ satisfaction of, the conditions set forth in this Section 2.15 (such date the “Extension Effective Date”), Agent shall extend the Maturity Date of this Agreement by an additional year (each a “Maturity Date Extension”), with no more than two (2) such Maturity Date Extensions occurring during the term of this Agreement, subject to the following conditions for each such Maturity Date Extension: (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which No Event of Default shall promptly notify the Lenders), request a one-year extension have occurred and be continuing under any of the Maturity Loan Documents on the Extension Effective Date then in effect. Within 30 days of delivery of such notice, each Lender and no Material Adverse Change shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16.occurred; (b) The Maturity Date Borrowers shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of on or before the Extension Effective Date (in sufficient copies delivered to the Agent for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case ratable benefit of the Borrower, certifying that, before and after giving effect Lenders a fee equal to such extension, one-quarter percent (A0.25%) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Dateoutstanding balance of the Loan, except to the extent that such representations which fee shall be non-refundable and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer fully earned upon receipt; (c) If not previously authorized by resolutions satisfactory to the most recent statements furnished pursuant Agent, the Borrowers shall have delivered to subsections the Agent true, correct and complete copies of duly adopted resolutions of each Borrower authorizing each respective Borrower to extend the Maturity Date; (ad) The Borrowers shall have paid Agent’s reasonable costs and expenses in connection with the requested Maturity Date Extension; and (b)e) The Borrowers shall give notice of their desire to extend the Maturity Date in the form of a Request for Extension attached hereto as Exhibit D on or prior to the date that is not less than sixty (60) days or more than six (6) months prior to the then effective Maturity Date. Following receipt of a Request for Extension, respectivelythe Agent shall promptly notify each Lender of such request. Upon acceptance by the Agent of the Request for Extension evidencing that each of the conditions set forth in this Section 2.15 have been satisfied, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (shall occur and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Maturity Date Extension Effective Dateshall be effective. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Loan Agreement (CareTrust REIT, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectEffective Date, the Borrower may, but not more than one time prior to the Investment Grade Covenants Date and an unlimited number of times following the Investment Grade Covenants date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since the date of the financial statements most recently delivered pursuant to Section 5.01(a), no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.15) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the Total Credit Exposure exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.05(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Corp /New/)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 45 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the US Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding at least 75% of the Aggregate Commitments (after calculated excluding Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the US Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the US Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the each Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as of after giving effect to such earlier dateextension no Default exists or will exist, and except that for purposes (C) no event has occurred since the date of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished of the US Borrower delivered pursuant to subsections (aSection 8.02(a) and (b)that has had, respectivelyor could reasonably be expected to have, of Section 6.01, and (B) no Default existsa Material Adverse Effect. The US Borrower shall prepay any US Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.055.05) to the extent necessary to keep outstanding US Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of the Extension Effective Date. (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.08, the US Borrower shall have the right to replace such Lender in accordance with Section 12.17. (d) This Section shall supersede any provisions in Section 2.13 4.06 or 10.01 12.01 to the contrary.. DEVON CREDIT AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto any anniversary of the Closing Date, the Maturity Date then in effectCompany, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower Company and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to such anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any Company not later than 15 days prior to such Lender to be replaced as a Lender pursuant to Section 10.16anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all the Lenders (after giving effect consent in writing to any replacements such request in accordance with subsection (a) of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extendedthis Section 2.13, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Date in the following yeareffect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.13, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.13, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.13 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.13 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Article III, and its obligations under Section 9.06, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.13, the Administrative Agent shall supersede any provisions promptly so notify the Consenting Lenders, and each Consenting Lender may, in Section 2.13 or 10.01 its sole discretion, give written notice to the contrary.Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Administrative

Appears in 1 contract

Samples: Credit Agreement (Science Applications International Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the The Borrower may, upon by written notice to the Administrative Agent (which who shall promptly notify the Lenders), at any time following the Restatement Effective Date but on no more than two (2) occasions during the term of this Agreement, request a one-year extension of the that each Lender extend such Lender’s Maturity Date then in effect. Within 30 days for a period of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension one (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b1) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of year from the Maturity Date then in effect hereunder (such existing the “Existing Maturity Date being Date”); provided that the "Extension Effective Maturity Date"). The Administrative Agent and the Borrower shall promptly confirm , after giving effect to the Lenders such extension and the Extension Effective Date. As a condition precedent to any such extension, shall not be later than five (5) years after the Borrower shall deliver effective date of such extension (the effective date of such extension being referred to as the “Extension Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent a certificate of each Loan Party dated as of given in writing not later than fifteen (15) days prior to the Extension Effective Date (in sufficient copies for the date that is fifteen (15) days prior to the Extension Date being the “Notice Date”), advise the Administrative Agent if such Lender accepts the extension request from the Borrower (and each Lender that determines not to so extend its Maturity Date (each, a “Non-Extending Lender) signed by a Responsible Officer shall notify the Administrative Agent of such Loan Party (i) certifying fact promptly after such determination and attaching in any event no later than the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to refer be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.23 no later than the date that is ten (10) days prior to the most recent statements furnished pursuant to subsections Extension Date (aor, if such date is not a Business Day, on the next preceding Business Day). (d) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding have the right on or before the Extension Effective Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent, the Swingline Lender and pay any additional amounts required the Issuing Lenders (which approvals shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders which such Additional Commitment Lender shall, effective as of the Extension Effective Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (ce) This Section If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Maturity Date and the additional Commitments of the Additional Commitment Lenders shall supersede any provisions be more than 50% of the aggregate amount of the Commitments in Section 2.13 or 10.01 effect immediately prior to the contraryExtension Date, then, effective as of the Extension Date, the Maturity Date of each extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and the other Credit Documents.

Appears in 1 contract

Samples: Credit Agreement (Old Dominion Freight Line, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toThe Borrower may, nor later by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days prior to, in advance of the Maturity Date then in effecteffect at such time (the “Existing Maturity Date”), request that the Borrower mayLenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, upon acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (which shall promptly notify the Lenders“Response Date”), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it consents will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within that is a Defaulting Lender on the above time period Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower and the Lenders Borrower, in writing, of the Lenders' responses’ elections promptly following the Response Date. If The election of any Lender declines, or is deemed to have declined, to consent agree to such extension, the Borrower may cause an extension shall not obligate any such other Lender to so agree. The Maturity Date may be replaced as a Lender extended no more than two times pursuant to this Section 10.162.23. (b) The If, by the Response Date, the Administrative Agent shall have agreed to extend the Existing Maturity Date shall be extended only if all Lenders (after giving effect to any replacements each such consenting Lender, an “Extending Lender”), then effective as of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extendedExisting Maturity Date, the Maturity Date, as to the Consenting Lenders, Date for such Extending Lenders shall be extended to the same date in the following year, effective as first anniversary of the Existing Maturity Date then (subject to satisfaction of the conditions set forth in Section 2.23(d)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect (for such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm Non-extending Lender prior to the Lenders such extension and the Extension Effective outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.23(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date. . (c) In the event of any extension of the Existing Maturity Date pursuant to Section 2.23(b)(ii), the Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights to payments pursuant to Section 2.15, Section 2.16, Section 2.17 or Section 9.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”), provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (d) As a condition precedent to each such extensionextension of the Existing Maturity Date pursuant to Section 2.23(b)(ii), the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Existing Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations and warranties contained of the Borrower set forth in Article V and the other Loan Documents are this Agreement shall be true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding on Letters of Credit as shall be required such that, after giving effect to the Extension Effective Date (and pay any additional amounts required termination of the Commitments of the Non-extending Lenders pursuant to Section 3.052.23(b) and any assignment pursuant to Section 2.23(c), the extent necessary to keep outstanding Committed Loans ratable with aggregate Revolving Credit Exposure less the face amount of any revised and new Pro Rata Shares Letter of all Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the Lenders effective as aggregate amount of the Extension Effective DateCommitments being extended. (ce) This For the avoidance of doubt, no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section shall supersede any provisions 2.23 and the operation of this Section 2.23 in accordance with its terms is not an amendment subject to Section 2.13 or 10.01 to the contrary9.02.

Appears in 1 contract

Samples: Credit Agreement (Tpi Composites, Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of May 2, 2012, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Lenders that so consent being the “Consenting Lenders"” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2011, no Default existsevent, development or circumstance that has had a Material Adverse Effect has occurred. The Borrower shall prepay any Committed pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toIf no Default or Potential Default exists, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Borrowers may request a one-year extension of the Maturity Date then by making such request in effect. Within 30 writing (an "EXTENSION REQUEST") to each Agent between one hundred and fifty (150) and ninety (90) days of delivery of such notice, each Lender shall notify prior to the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionoriginal Maturity Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The original Maturity Date shall be extended for one (1) year only if all Lenders (after giving effect a) each Agent and each Lender consent in writing to such extension within thirty (30) days following the receipt of the Extension Request, and (b) Borrowers pay to Administrative Agent, for the account of Lenders, the extension fee set forth in SECTION 3.20(E). The failure to respond by any replacements Agent or any Lender to an Extension Request shall be deemed to be a denial of Lenders permitted herein) (the "Consenting Lenders") have consented theretosuch consent by such Person. If so extendedLenders having a Pro Rata Share of at least eighty percent (80%) consent to such extension (such Lenders being "CONSENTING LENDERS" and the Lenders not consenting being "NON-CONSENTING LENDERS"), then the original Maturity Date, Date shall be extended as to the Consenting Lenders. In such event, Borrowers may, on or before the original Maturity Date, effect one or more assignments from the Non-Consenting Lenders to a new Lender or Lenders pursuant to SECTION 13.11 who shall be extended also consent to the same date in the following year, effective as extension of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and agrees to exercise its reasonable best efforts to assist Borrowers in identifying prospective assignees of the Borrower shall promptly confirm Non-Consenting Lenders' Commitments hereunder; provided, however, that Administrative Agent has no obligation to ensure that any such assignees will agree to purchase assignments from the Non-Consenting Lenders. If Borrowers fail to effect assignments from the Non-Consenting Lenders to a new Lender or Lenders, then Borrowers may elect to not extend the original Maturity Date, as provided herein, by giving Agents written notice thereof within five (5) days prior to the Lenders such extension and the Extension Effective original Maturity Date. As a condition precedent In such event, Borrowers shall not be required to such extension, pay the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (extension fee set forth in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSECTION 3.20(E), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Innkeepers Usa Trust/Fl)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, The Company may request an extension (subject to each Lender’s right to deny any such requested extension in its sole discretion) of the Maturity Date then in effect, the Borrower may, upon notice effect at any time for an additional period of one year by submitting a written request for an extension to the Administrative Agent (which an “Extension Request”) not more than 85 days and not less than 45 days (or such shorter time period as may be agreed to by the Administrative Agent) prior to each anniversary of this Agreement; provided that there shall promptly notify the Lenders), request a one-year extension be no more than two (2) extensions of the Maturity Date then in effectpursuant to this Section. Within 30 days The Extension Request shall specify (i) the new Maturity Date and (ii) the date as of delivery which the next Maturity Date shall be effective (the “Extension Date”). Promptly upon receipt of such noticean Extension Request, each Lender shall notify the Administrative Agent whether or not it consents shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written acceptance of such extension Extension Request no later than fifteen (which consent may be given or withheld in such Lender's sole and absolute discretion15) days after receipt of notice from the Administrative Agent (an “Acceptance of Extension”). Any Lender not responding An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent from the Required Lenders within the above time period set forth above. Failure of a Lender to respond to an Extension Request shall be deemed not to have consented to a denial of such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responsesrequest. If any Lender declinesdoes not accept such extension (each such Lender, or is deemed to have declineda “Non-Extending Lender”), to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of then on the Maturity Date then in effect with respect to such Lender (without giving effect to the Extension Request rejected by such existing Lender), (a) the applicable Borrowers shall pay to such Lender all amounts then payable to such Lender under this Agreement and the Loan Documents on its applicable Maturity Date being and (b) such Lender’s Commitments shall terminate on the "Maturity Date applicable to such Lender. In addition, if as of such Extension Effective Date"). The Date (i) the aggregate amount of the Lenders’ US Tranche Revolving Exposures exceeds the aggregate amount of the US Tranche Revolving Commitments and/or (ii) the aggregate amount of the Lenders’ European Tranche Exposures exceeds the aggregate amount of the European Tranche Commitments, then the applicable Borrowers shall prepay the Loans and/or cash collateralize LC Exposure in the manner set forth in Section 2.11(b) (in such amounts and on terms and conditions reasonably satisfactory to the Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent Issuing Bank) on or prior to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party so that (i) certifying and attaching the resolutions adopted by such Loan Party approving aggregate US Tranche Revolving Exposures is equal to or consenting to such extension less than the aggregate US Tranche Revolving Commitments and (ii) in the case of aggregate European Tranche Exposures is equal to or less than the Borrower, certifying that, before and aggregate European Tranche Commitments remaining on such date after giving effect to such extensionthe applicable terminations or removals. Notwithstanding the foregoing, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as no extension of the Extension Effective Date, except Maturity Date pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding become effective unless on the Extension Effective Date (Date, the conditions set forth in Section 4.02 shall be satisfied and pay any additional amounts required pursuant the Administrative Agent shall have received a certificate to Section 3.05) that effect dated such date and executed by a Financial Officer of the Company. Notwithstanding anything to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This contrary, this Section 2.04 shall supersede any provisions in Section 2.13 or 10.01 2.20 and Section 11.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Insight Enterprises Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 5.1.1 Subject to the terms and conditions of this Agreement and provided that no Default or Event of Default has occurred and is continuing, by notice in writing to the Agent no more than one hundred and twenty (a120) Not earlier days and no less than 90 ninety (90) days prior to, nor later than 60 days prior to, to each anniversary of the Maturity Closing Date then in effectoccurring at any time after the second anniversary of the Closing Date, the Borrower may request that the then current Maturity Date of the Credit Facility be extended by one (1) additional year (a “Request”). The Agent shall forthwith on receipt of a Request give a copy of such Request to each Lender. 5.1.2 Each Lender may, upon in its sole discretion, by notice in writing to the Administrative Agent (a “Confirmation Notice”) no later than sixty (60) days after the date of receipt by the Agent of the Request, either agree to such Request or refuse to agree to such Request, and if a Lender fails to give such a notice within such delay it shall be deemed to have refused to agree to such Request. Any agreement by a Lender to such Request shall be deemed for all purposes to be conditional upon all Lenders having given the Agent a notice agreeing to such Request no later than sixty (60) days after the date of receipt by the Agent of such Request. 5.1.3 If the Agent shall have received by no later than sixty (60) days after the date of the receipt by the Agent of such Request a notice from each Lender by which each Lender agrees to such Request, the Agent shall promptly notify forthwith send a Confirmation Notice confirming that the Lenders)Lenders agree to such Request, and that the then current Maturity Date of the Credit Facility shall thereupon be extended by one (1) additional year. 5.1.4 No Lender shall be under any obligation or commitment to agree to any Request. If no Borrower sends any Request when it was entitled to do so or if any Lender does not agree to any Request as hereinabove provided, and as a result of any such failure to agree by any Lender, the Agent does not send a Confirmation Notice within the delay indicated in Section 5.1.3, then the current Maturity Date of the Credit Facility shall not be extended and the Borrower shall have no further rights to request a one-year any further extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16Credit Facility. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of 5.1.5 On the Maturity Date then in effect (of the Credit Facility, any undrawn portion of such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent Credit Facility shall be automatically cancelled and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Commitment shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Dateautomatically terminated. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Alithya Group Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toThe Borrower may, nor later by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days prior to, in advance of the Maturity Date then in effecteffect at such time (the “Existing Maturity Date”), request that the Borrower mayLenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, upon acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (which shall promptly notify the Lenders“Response Date”), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Xxxxxx agrees to the requested extension. Each Lender that advises the Administrative Agent that it consents will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within that is a Defaulting Lender on the above time period Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower and the Lenders Borrower, in writing, of the Lenders' responses’ elections promptly following the Response Date. If The election of any Lender declines, or is deemed to have declined, to consent agree to such extension, the Borrower may cause an extension shall not obligate any such other Lender to so agree. The Maturity Date may be replaced as a Lender extended no more than two times pursuant to this Section 10.162.21. (b) The (i) If, by the Response Date, Lenders holding Commitments and Revolving Credit Exposure that aggregate 50% or more of the total Commitments and Total Revolving Credit Exposure shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended only if and the outstanding principal balance of all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Loans and other amounts payable hereunder shall be extended to payable, and the same date in Commitments shall terminate, on the following year, effective as of the Existing Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent prior to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (National Fuel Gas Co)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not The Borrower may, at its option, by written notice to the Administrative Agent in substantially the form of Exhibit C hereto (an "Extension Request") no earlier than 90 45 days and no later than 30 days prior to, nor later than 60 days to the date four years prior to, to the Maturity Date then in effect, request that the Borrower may, upon notice Lenders extend such Maturity Date to the Administrative Agent (which shall promptly notify the Lenders), request a one-date one year extension of after the Maturity Date then in effect. Within 30 days of delivery , such extension to be effective as of such notice, each Lender shall notify date four years prior to the Administrative Agent whether or not it consents to Maturity Date then in effect (the "Commitment Extension Date"); provided that no more than two such extension (which consent extensions may be given or withheld in such Lender's sole and absolute discretion)requested by the Borrower. Any Lender not responding within the above time period Such request shall be deemed not to have consented to such extensionirrevocable and binding upon the Borrower. The Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (each such Lender being an "Extending Lender"), it shall deliver to the Administrative Agent a written notice in substantially the form of Exhibit D hereto of its agreement to do so no earlier than 25 days and no later than 15 days prior to the Commitment Extension Date specified in the Extension Request, and the Administrative Agent shall notify the Borrower and in writing of such Extending Lender's agreement to extend its Commitment no later than 10 days prior to such Commitment Extension Date. Subject to the Lenders satisfaction of the Lenders' responses. If any Lender declinesconditions set forth in Section 4.02 as of such Commitment Extension Date, or is deemed to have declined, to if Lenders holding more than 66-2/3% of the aggregate Commitments consent in writing to such extension, the Borrower may cause any Maturity Date shall, effective as of Credit Agreement such Lender Commitment Extension Date, be extended to be replaced as a Lender pursuant to Section 10.16the date one year after the Maturity Date then in effect. (b) The Maturity Date shall be extended only if all Lenders (after giving effect If any Lender does not consent, or fails to any replacements of Lenders permitted herein) (respond within the "Consenting Lenders") have consented thereto. If so extendedtime period set forth in Section 2.05(a), to a request by the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as Borrower for an extension of the Maturity Date then in effect (each such existing Lender being a "Declining Lender"), such Declining Lender's Commitment shall (unless assigned to another Lender that is not a Declining Lender in accordance with Section 2.05(c)) be reduced to zero on the Maturity Date being the "Extension Effective Date")then in effect. The Administrative Agent and the Borrower All outstanding Loans provided by such Declining Lender shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer unless all of such Loan Party (iLoans are assigned to another Lender that is not a Declining Lender in accordance with Section 2.05(c)) certifying and attaching mature no later than the resolutions adopted by such Loan Party approving or consenting Maturity Date in effect prior to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained extension described in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date2.05. (c) This During the period from but excluding the date 15 days prior to, but not more than 90 days after, the Commitment Extension Date, any Declining Lender, may, at the Borrower's option, be replaced with one or more Extending Lenders and/or Assuming Lenders (each of which Assuming Lenders shall be deemed to have consented to the Extension Request as of that Commitment Extension Date), provided that, (x) with respect to each such Extending Lender or Assuming Lender, the Administrative Agent shall have received an appropriate Assignment and Acceptance in substantially the form of Exhibit A hereto, duly executed by the relevant Declining Lender (which the Declining Lender hereby agrees to execute and deliver upon receipt of payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder) and such Extending Lender or Assuming Lender in accordance with Section 9.04 an (y) with respect to each such Assuming Lender, the Borrower shall supersede any provisions have paid, or caused such Assuming Lender to pay, the processing and recordation fee referred to in Section 2.13 or 10.01 9.04(b). Upon its receipt of an Assignment and Acceptance, duly executed and completed as aforesaid in the form specified above, the Administrative Agent shall (x) accept such Assignment and Acceptance, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the contraryBorrower.

Appears in 1 contract

Samples: Credit Agreement (Brunswick Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 45 days prior to, nor later than 60 days prior to, to the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effect. Within Not earlier than 30 days of delivery of such noticeprior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.1610.18. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for further distribution to each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.the

Appears in 1 contract

Samples: 364 Day Amended and Restated Credit Agreement (Hillenbrand Industries Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 45 days prior to, the Maturity Date then in effectany anniversary date of this Agreement (each, an “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders consenting to such extension (the “Extending Lenders”), shall be extended to the same date which is one year after the Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.18(c)(iii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default shall occur, as a condition precedent to result of such extension; (ii) on and as of the Extension Effective Date, the representations and warranties of the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects both before and after giving effect to the extension (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by a Responsible Officer of the General Partner, on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized and approved and (B) a certificate signed by a Responsible Officer of each Loan Party the General Partner, on behalf of the Borrower dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V and the or in any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on in all material respects both before and as of the Extension Effective Date, except after giving effect to the extent extension (provided that such representations (i) if a representation and warranties specifically refer to an earlier datewarranty is qualified by materiality or Material Adverse Effect, in which case they are then it shall be true and correct as of such earlier datein all respects, and except that for purposes of this (ii) the representation and warranty made in Section 2.14, the representations 5.15(a) shall be true and warranties contained correct in subsections (aall respects) and (b2) of Section 5.05 shall be deemed immediately before and immediately after giving effect to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) such extension no Default exists. or Event of Default exists or will exist; (iv) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.18(d) (“Additional Commitment Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause(iv), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause(iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.16. (e) This Section shall supersede any provisions in Section 2.13 2.07 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (EQM Midstream Partners, LP)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.1611.16. (b) The Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) shall be extended only if all Lenders that constitute at least the Required Revolving Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the such Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) then in effect (such existing Maturity Date being the "Extension Effective Maturity Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Maturity Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. On the Extension Maturity Date, the Revolving Commitments of Lenders that have not consented to such extension of the Maturity Date and have not been replaced as provided herein shall automatically terminate. The Borrower shall prepay any Committed Revolving Loans outstanding on the Extension Effective Maturity Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateMaturity Date and after giving effect to any termination of the Revolving Commitments described above. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Medianews Group Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectAvailability Date, on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Facility Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Facility Maturity Date (and the Maturity Date of a particular Lender) shall be extended only if all Lenders holding greater than 50% of the total Commitments then outstanding (after calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented theretothereto and only with respect to the Consenting Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following yearthe then effective Facility Maturity Date, effective as of the Maturity Date then in effect date (such existing Maturity Date being the "Extension Effective Date")”) as soon as practicable after the consent of the Consenting Lenders is obtained on which the Borrower delivers the certificate contemplated below. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer responsible officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as after giving effect to such extension no Default or Event of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Default exists or will exist, and (BC) no Default existsthere shall not have occurred a Material Adverse Change. The After the Facility Maturity Date has been extended as to any Consenting Lenders effective as of an Extension Effective Date, on the Maturity Date of the Lenders that are not Consenting Lenders next following such Extension Effective Date, the Borrower shall prepay any Committed Loans outstanding on the Extension Effective such Maturity Date (and pay any additional accrued and unpaid interest thereon and any accrued and unpaid fees and other amounts then due and payable hereunder to or for the accounts of such Lender, including, without limitation, such amounts required pursuant to Section 3.052.19) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the such Maturity Date of such Non-Consenting Lenders next following such Extension Effective Date. (c) This Section shall supersede If any provisions in Section 2.13 or 10.01 Lender does not consent to the contraryextension of the Facility Maturity Date as provided in this Section 2.18, the Borrower shall have the right to replace such Lender in accordance with Section 9.13 or to increase the Commitment of any other Lender in accordance with Section 2.09.

Appears in 1 contract

Samples: Credit Agreement (Anadarko Petroleum Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectEffective Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.1610.13. (b) The Maturity Date shall be extended only if Lenders holding at least 62.5% of the Commitment Amount (calculated immediately prior to giving effect to any removals and/or replacements of Lenders permitted herein) and all Lenders (after giving effect to any removals and/or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in the following yearexisting Maturity Date, effective as of the Maturity Date then in effect (such existing Maturity Date being (the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VI are true and correct on and as of the Extension Effective Date, except to the extent that such representations Date and warranties specifically refer to an earlier date, in no Default or Event of Default exists. The Agent shall distribute a schedule (which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed incorporated into this Agreement) to refer to reflect any changes in the most recent statements furnished pursuant to subsections (a) Commitment Amount, Lenders and (b), respectively, of Section 6.01, and (B) no Default existsPercentages. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay prepay any additional amounts required pursuant to Section 3.054.4) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares the Percentages of all the Lenders effective as of the Extension Effective DateLenders. (c) This Section 2.8 shall supersede any provisions in Section 2.13 or 10.01 10.1 to the contrary.

Appears in 1 contract

Samples: 364 Day Credit Agreement (McCormick & Co Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effecteach anniversary of October 29, 2014, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Lenders that so consent being the “Consenting Lenders"” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2013, no Default existsevent, development or circumstance that has had a Material Adverse Effect has occurred. The Borrower shall prepay any Committed pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) 2.14). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.14 to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: 5 Year Revolving Credit Agreement (NuStar Energy L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectdate hereof, beginning with the Borrower mayfifth anniversary of the date hereof, and on not more than three occasions, WXX xxx, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and after giving effect to any replacements of Non-Extending Lenders permitted herein) (the "Consenting Lenders"pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of which is one year after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension and extension, specifying the Extension Effective Date and the new Maturity Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of each Loan Party such Obligor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (i) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, that (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VI made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (B) as of the Extension Effective Date, both before and immediately after giving effect to such earlier dateextension no Default or Event of Default has occurred and is continuing, and except that for purposes (C) as of the Extension Effective Date, there has been no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent and each Lender pursuant to Section 7.01(b), in the financial condition, business or operations of WIL and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.14, each Non-Extending Lender that has not been replaced by another Lender pursuant to Section 4.03 prior to the representations applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and warranties contained in subsections (a) and (b) of Section 5.05 references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the most recent statements furnished pursuant to subsections Existing Maturity Date. On the Existing Maturity Date, the Borrowers shall (ai) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 3.052.12) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Weatherford International LTD)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 ninety (90) days prior to, nor later than 60 forty-five (45) days prior to, the then Stated Maturity Date then in effectDate, the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Stated Maturity Date then in effect; provided that the Borrower shall not have exercised its Term-Out Option. Within 30 days fifteen (15) Business Days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16in accordance with the terms hereof. (b) The Stated Maturity Date shall be extended only if all Lenders holding at least 51% of the Commitments (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Stated Maturity Date, as to the Consenting LendersLenders and their Commitments and Loans, shall be extended to a date 364 days from the same date Stated Maturity Date then in the following yeareffect, effective as of the Stated Maturity Date then in effect (such existing Stated Maturity Date being the "Extension Effective Date"); provided that each non-Consenting Lender shall be required only to complete its Commitment up to the previously effective Stated Maturity Date (without giving effect to such extension). All obligations and other amounts payable hereunder to such non-Consenting Lender shall become due and payable by the Borrower on the previously effective Stated Maturity Date (without giving effect to such extension) and the total aggregate Commitment shall be reduced by the total Commitment of all non-Consenting Lenders expiring on such previously effective Stated Maturity Date (without giving effect to such extension) unless one or more lenders (including other Lenders) shall have agreed to assume or increase a Commitment hereunder. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower certifying that (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, 5.01 and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on or Event of Default exists and (y) no Material Adverse Effect has occurred since the Extension Effective Date (and pay any additional amounts required date of the most recent financial statements furnished pursuant to Section 3.055.01 and (ii) have paid the fee specified in Section 2.09(c) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAdministrative Agent. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Capital Trust Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, any anniversary date of the Maturity Date then in effectClosing Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the then current Maturity Date then in effectDate, provided, however, that the Borrower may request only two such extensions under this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extensionextension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16.13.7. [CREDIT AGREEMENT] (b) The Maturity Date shall be extended only Only if all Majority Lenders (after calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented theretoto an extension requested pursuant to this Section, the Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 13.7. If so extended, the Maturity Date, as to the Consenting LendersLenders and each Lender replacing a Declining Lender pursuant to Section 13.7, shall be extended to the same date in falling one year after the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being (except that if such date is not a Business Day, such Maturity Date, as so extended, shall be the "Extension Effective next preceding Business Day); provided, however, that the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension extension, and the Extension Effective DateAdministrative Agent shall distribute an amended Schedule 1.1(a) (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. If the Maturity Date is extended pursuant to this Section 2.16 with respect to some but not all of the Lenders, then no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, after giving effect to such Letter of Credit, the aggregate Commitments of the Consenting Lenders and each Lender replacing a Declining Lender for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date (after giving effect to any Cash Collateral with respect to such Letter of Credit or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuers and the Administrative Agent). (c) As a condition precedent to such extension, the Borrower shall deliver have provided to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (following, in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party form and substance reasonably satisfactory to the Administrative Agent (i) certifying and attaching copies of corporate resolutions certified by the resolutions adopted by such Loan Party approving Secretary or consenting to such extension and (ii) in the case Assistant Secretary of the Borrower, or such other evidence as may be reasonably satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Maturity Date, as extended pursuant to this Section, has been duly authorized by all necessary corporate action, (ii) a certificate, signed by an Authorized Officer of the Borrower certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties contained in Article V of the Borrower and the other Loan Credit Parties in the Credit Documents (other than, during a Specified Period, those set forth in Sections 8.4 and 8.20) are true and correct on and as of the Extension Effective Date, except to the extent that in all material respects (unless such representations and warranties specifically refer to an earlier dateare already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. . (d) The Borrower shall prepay any Committed Loans outstanding shall, on the Extension Effective Existing Maturity Date (and pay with respect to any additional amounts required Declining Lender that has not been replaced as a Lender pursuant to Section 3.05) 13.7 pay in full all Obligations owing to the extent necessary to keep such Declining Lender, and such Declining Lender’s Commitment and participation in any Letter of Credit or Swingline Loan outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective hereunder shall terminate on such Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.. [CREDIT AGREEMENT]

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the The Borrower may, from time to time pursuant to this Section 2.18, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request to extend each Maturity Date then in effect to a one-year extension of date no later than twelve (12) months after the latest Maturity Date then in effect; provided that not more than two such extensions under this Section 2.18 shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders consenting to such extension (the “Extending Lenders”), shall be extended to the same date specified in the following yearnotice delivered under Section 2.18(a) (which date shall be no later than twelve (12) months after the latest Maturity Date then in effect), effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.18(c)(iii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default shall occur, as a condition precedent to result of such extension; (ii) on and as of the Extension Effective Date, the representations and warranties of the Borrower contained in Article V or in any other Loan Document, shall be true and correct in all material respects both before and after giving effect to the extension (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by a Responsible Officer of the General Partner, on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized and approved and (B) a certificate signed by a Responsible Officer of each Loan Party the General Partner, on behalf of the Borrower dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V and the or in any other Loan Documents are Document shall be true and correct on in all material respects both before and as of the Extension Effective Date, except after giving effect to the extent extension (provided that such representations (i) if a representation and warranties specifically refer to an earlier datewarranty is qualified by materiality or Material Adverse Effect, in which case they are then it shall be true and correct as of such earlier datein all respects, and except that for purposes of this (ii) the representation and warranty made in Section 2.14, the representations 5.15(a) shall be true and warranties contained correct in subsections (aall respects) and (b2) of Section 5.05 shall be deemed immediately before and immediately after giving effect to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) such extension no Default exists. or Event of Default exists or will exist; (iv) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.18(d) (“Additional Commitment Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv), the Total Revolving Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.16. (e) This Section shall supersede any provisions in Section 2.13 2.07 or 10.01 to the contrary.

Appears in 1 contract

Samples: Third Amended and Restated Credit Agreement (Equitrans Midstream Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 From time to time after the first anniversary of the Closing Date, but at least 45 days prior to, nor later than 60 days prior to, to the scheduled Maturity Date then in effect, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, request a one-year extension of that the scheduled Maturity Date then in effect. Within 30 days effect be extended by one calendar year, effective as of delivery a date selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may only make one such request in any calendar year and no more than two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 45 days, but not more than 60 days, after the date such notice, each Lender shall notify extension request is received by the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretionthe “Extension Request Date”). Any Lender not responding within Upon receipt of the above time period shall be deemed not to have consented to such extension. The extension request, the Administrative Agent shall promptly notify the Borrower and the Lenders each Lender of the Lenders' responsessuch request. If any a Lender declinesagrees, or is deemed to have declinedin its sole discretion, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of extend the Maturity Date then in effect applicable to its Loans (such existing Maturity Date being the "Extension Effective Date"an “Extending Lender”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower it shall deliver to the Administrative Agent a certificate written notice of each Loan Party dated as its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Maturity Date applicable to such Lender’s Loans (and such agreement shall be irrevocable until the Extension Effective Date). The Loans owing to any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be paid in sufficient copies full by the Borrower on the Maturity Date then in effect for each Lender) signed such Lender (without regard to any extension by a Responsible Officer other Lenders), together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such Loan Party (i) certifying payment of principal and attaching the resolutions adopted by such Loan Party approving or consenting all other amounts due to such extension Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Loans of the Declining Lenders. Each Extending Lender may offer to increase its Loans by an amount not to exceed the aggregate amount of the Declining Lenders’ Loans, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Loans no later than 30 days after the Extension Request Date (iior such later date to which the Borrower and the Administrative Agent shall agree), and such offer shall be irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Loans that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Loans, such additional Loans shall be reduced on a pro rata basis. To the extent the aggregate amount of Loans that the Extending Lenders have so offered to extend is less than the aggregate amount of Loans that the Borrower has so requested to be extended, the Borrower shall have the right to seek additional Loans from other Persons. Once the Borrower has obtained offers to provide the full amount of any Declining Lender’s Loans (whether from Extending Lenders or other Persons), the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Loan and in the Borrowercase of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 11.4, certifying that, before and after giving effect (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Loans owing to such extensionDeclining Lender, (A) the representations together with all accrued and warranties contained in Article V unpaid interest thereon and the other Loan Documents are true all fees accrued and correct on and as of the Extension Effective Date, except unpaid under this Agreement to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as date of such earlier date, payment of principal and except that for purposes of all other amounts due to such Declining Lender under this Section 2.14, the representations and warranties contained in subsections (a) Agreement and (biii) of Section 5.05 any such assignment shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding effective on the date on or before such Extension Effective Date (as may be specified by the Borrower and pay any additional amounts required pursuant agreed to Section 3.05) to by the extent necessary to keep outstanding Committed Loans ratable with any revised respective New Lenders and new Pro Rata Shares of all Extending Lenders, as the Lenders effective as of case may be, and the Extension Effective DateAdministrative Agent. (c) This Section shall supersede any provisions If, but only if, Extending Lenders and New Lenders, as the case may be, have agreed to provide Loans in an aggregate amount greater than 50% of the aggregate amount of the Loans outstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 2.13 or 10.01 3.2 are met, the Maturity Date in effect with respect to the contraryLoans of such Extending Lenders and New Lenders shall be extended by twelve months.

Appears in 1 contract

Samples: Term Loan Agreement (Buckeye Partners, L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto the next Anniversary Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one calendar year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 30 days prior to the next Anniversary Date, or is such Lender shall be deemed to have declined, to consent be a Declining Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any not later than 25 days prior to such Lender to be replaced as a Lender pursuant to Section 10.16next Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.21, the Maturity Date in effect at such time shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof. If the total of the Commitments of the existing Lenders that have agreed so to extend their Maturity Date and the additional Commitments of Eligible Assignees assumed in accordance with subsection (c) of this Section 2.21 shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the existing Maturity Date, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended only as to those Lenders that so consented (each an “Extending Lender”) but shall not be extended as to any other Lender (each a “Declining Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.21 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.21 on or prior to the applicable Extension Date, the Commitment of such Declining Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person and any outstanding Loans, together with accrued and unpaid interest, fees and other amounts due to such Declining Lender shall be paid in full on such unextended Maturity Date; provided that such Declining Lender’s rights under Section 2.15, Section 2.17 and Section 9.3 shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Declining Lender’s Commitment as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $50,000,000 unless the amount of the Commitment of such Declining Lender is less than $50,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such Declining Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.4 for such assignment shall have been paid; provided further that such Declining Lender’s rights under Section 2.15, Section 2.17 and Section 9.3 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Assumption, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Administrative Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Declining Lender being replaced pursuant to this Section 2.21 shall have delivered to the Administrative Agent any Note or Notes held by such Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Extending and Assuming Lenders (after giving effect to any replacements assignments and assumptions pursuant to subsection (c) of Lenders permitted hereinthis Section 2.21) consent in writing to a requested extension (the "Consenting Lenders"whether by written consent pursuant to subsection (a) have consented thereto. If so extendedof this Section 2.21, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Maturity Administrative Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as to the Consenting Lendersa consequence thereof, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.21, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being the "as so extended. Promptly following each Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of shall notify the Lenders (including, without limitation, each Loan Party dated as Assuming Lender) of the Extension Effective extension of the scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying effect immediately prior thereto and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) shall thereupon record in the case of Register the Borrower, certifying that, before relevant information with respect to each such Extending Lender and after giving effect to each such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAssuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Symantec Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto the first or second anniversary of the Closing Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any such Lender not later than 15 days prior to be replaced as a Lender pursuant to Section 10.16the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date (x) the representations and warranties in Article III shall be true and correct and (y) no Default shall have occurred and be continuing. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended only for one year as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 8.07, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all Lenders additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.04(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 8.07, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivere d to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than the obligation under Section 8.07) shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any replacements assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders permitted herein) (having Commitments equal to at least 50% of the "Consenting Lenders") Commitments in effect immediately prior to the Extension Date have consented thereto. If so extendedin writing to a requested extension (whether by notice as contemplated in subsection (a) of this Section 2.20, or by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Borrower, as and, subject to (x) the Consenting Lendersrepresentations and warranties in Article III being true and correct and (y) no Default shall have occurred and be continuing, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being the "as so extended. Promptly following each Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of shall notify the Lenders (including, without limitation, each Loan Party dated as Assuming Lender) of the Extension Effective extension of the scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying effect immediately prior thereto and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) shall thereupon record in the case of Register the Borrower, certifying that, before relevant information with respect to each such Consenting Lender and after giving effect to each such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAssuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Medtronic Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Initial Maturity Date then in effectand each anniversary of the Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and except that for purposes after giving effect to such extension no Default exists or will exist as of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2021, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier The Borrower may from time to time (but no more than 90 days prior totwice over the life of this Agreement), nor later than 60 days prior topursuant to the provisions of this Section 2.19, with the approval of the Majority Lenders, extend the Scheduled Maturity Date then applicable to the Commitments of consenting Lenders and LC Commitments of consenting LC Issuers for up to two (2) years in effectthe aggregate for all such extensions (each such extension, an “Extension”) pursuant to an Extension Notice. In connection with each Extension, the Borrower may, upon notice will provide written notification (each an “Extension Notice”) to the Administrative Agent (for distribution to the Lenders and LC Issuers), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Scheduled Maturity Date, of the requested new maturity date for the Commitments and LC Commitments (each an “Extended Maturity Date”) and the due date for Lender and LC Issuer responses. The Commitment of any Lender or LC Issuer shall not be extended without the consent of such Lender or LC Issuer. (b) Each Extension shall be subject to the satisfaction of the conditions set forth in Section 4.02. (c) In the event an Extension Notice is given to the Administrative Agent as provided in Section 2.19(a) and the Administrative Agent notifies a Lender or an LC Issuer of the contents thereof, such Lender or LC Issuer shall, on or before the day that is 10 days following the date of Administrative Agent’s receipt of said Extension Notice, advise the Administrative Agent in writing whether or not such Lender or LC Issuer consents to the Extension requested thereby. Any Lender or LC Issuer that does not respond to an Extension Notice (referred to herein, collectively, with a Non-Consenting Lender or LC Issuer, as a “Non-Extending Lender”) by the applicable due date shall be deemed to have rejected such Extension. If the Majority Lenders so consent (the “Extending Lenders”) to such Extension, which consent may be withheld in their sole and absolute discretion, and any and all Non-Extending Lenders are replaced pursuant to paragraph (d) or (e) of this Section 2.19 or repaid pursuant to paragraph (f) of this Section 2.19, then the Scheduled Maturity Date, and the Commitments and LC Commitments of the Extending Lenders and the Nominees (as defined below) shall be automatically extended for up to two (2) years from the then effective Scheduled Maturity Date (such then effective Scheduled Maturity Date being the “Existing Maturity Date”); provided that, to the extent the aggregate amount of the LC Commitments extended pursuant to this Section 2.19 would exceed the aggregate amount of the Commitments extended pursuant to this Section 2.19 then the aggregate LC Commitments of all of the extending LC Issuers shall be automatically reduced (with respect to such extended periods) on a pro rata basis by an amount equal to such excess. The Administrative Agent shall promptly notify the Lenders), request a one-year extension Borrower and all of the Maturity Date then in effect. Within 30 days Lenders and LC Issuers of delivery each written notice of such noticeconsent given pursuant to this Section 2.19(c). (d) In the event the Extending Lenders hold less than 100% of the sum of the aggregate Facility Usage and unused Commitments, each Lender the Extending Lenders, or any of them, shall notify have the right (but not the obligation) to assume all or any portion of the Non-Extending Lenders’ Commitments and/or LC Commitments by giving written notice to the Borrower and the Administrative Agent whether of their election to do so on or not it consents before the day that is 20 days following the date of Administrative Agent’s receipt of the Extension Notice, which notice shall be irrevocable and shall constitute an undertaking to (i) assume, as of 5:00 p.m., New York City time, on the Existing Maturity Date, all or such portion of the Commitments or LC Commitments of the Non-Extending Lenders, as the case may be, as may be specified in such written notice, and (ii) purchase (without recourse) from the Non-Extending Lenders, at 5:00 p.m., New York City time, on the Existing Maturity Date, the Facility Usage outstanding on the Existing Maturity Date that correspond to the portion of the Commitments and LC Commitments to be so purchased at a price equal to the aggregate outstanding principal amount of the Obligations payable by the Borrower to such extension (which consent may be given Non-Extending Lender plus any accrued but unpaid interest on such Obligations and accrued but unpaid fees or withheld other amounts owing by the Borrower in respect of such Non-Extending Lender's sole Loans, Commitments and absolute discretion)LC Commitments hereunder. Any Lender not responding within the above time period Such Commitments, LC Commitments and Facility Usage, or portion thereof, to be assumed and purchased by Extending Lenders shall be deemed not allocated by the Administrative Agent among those Extending Lenders who have so elected to have consented assume the same, such allocation to be on a pro rata basis in accordance with the respective Commitments and LC Commitments of such extensionConsenting Lenders as of the Existing Maturity Date (provided, however, in no event shall a Extending Lender be required to assume and purchase an amount or portion of the Commitments or LC Commitments of the Non-Extending Lenders in excess of the amount which such Extending Lender agreed to assume and purchase pursuant to the immediately preceding sentence) or on such other basis as such Extending Lender shall agree. The Administrative Agent shall promptly notify the Borrower and the other Extending Lenders in the event it receives any notice from a Extending Lender pursuant to this Section 2.19(d). (e) In the event that the Extending Lenders shall not elect as provided in Section 2.19(d) to assume and purchase all of the Non-Extending Lenders' responses. If any Lender declines’ Commitments, or is deemed to have declined, to consent to such extensionLC Commitments and Facility Usages, the Borrower may cause designate, by written notice to the Administrative Agent and the Extending Lenders given on or before the day that is 30 days following the date of Administrative Agent’s receipt of the Extension Notice, one or more assignees not party to this Agreement acceptable to the Administrative Agent and the LC Issuer (individually, a “Nominee” and collectively, the “Nominees”) to assume all or any such Lender portion of the Non-Extending Lenders’ Commitments and LC Commitments not to be replaced assumed by the Extending Lenders and to purchase (without recourse) from the Non-Extending Lenders all Obligations and Lender Hedging Obligations outstanding at 5:00 p.m., New York City time, on the Existing Maturity Date that corresponds to the portion of the Commitments and LC Commitments so to be assumed at the price specified in Section 2.19(d). Each assumption and purchase under this Section 2.19(e) shall be effective as of 5:00 p.m., New York City time, on the Existing Maturity Date when each of the following conditions has been satisfied in a manner satisfactory to the Administrative Agent: (i) each Nominee and the Non-Extending Lenders have executed an Assignment and Assumption pursuant to which such Nominee shall (A) assume in writing its share of the obligations of the Non-Extending Lenders hereunder, including its share of the Commitments and LC Commitments of the Non-Extending Lenders and (B) agree to be bound as a Lender pursuant by the terms of this Agreement; (ii) each Nominee shall have completed and delivered to the Administrative Agent an Administrative Questionnaire; and (iii) such assignment and purchase shall otherwise comply with Section 10.1610.06. (bf) The If all of the Commitments and LC Commitments of the Non-Extending Lenders are not replaced on or before the Existing Maturity Date applicable to such Non-Extending Lenders, then, at the Borrower’s option, either (i) all Commitments and LC Commitments shall terminate on the Existing Maturity Date and the Borrower shall fully repay on the Existing Maturity Date the Loans and LC Obligations (including, without limitation, all accrued and unpaid interest); or (ii) the Borrower shall give prompt notice of termination on the Existing Maturity Date applicable to such Non-Extending Lenders of the Commitments and LC Commitments of each Non-Extending Lender not so replaced to the Administrative Agent, and shall fully repay on the Existing Maturity Date applicable to such Non-Extending Lenders the outstanding principal amount of all Loans and other Obligations (including, without limitation, all accrued and unpaid interest, fees and other amounts), if any, of such Non-Extending Lenders, which shall reduce the aggregate Commitments and LC Commitments accordingly (to the extent not assumed), and the Existing Maturity Date shall be extended only if all in accordance with this Section 2.19 for the remaining Commitments and LC Commitments of the Extending Lenders; provided, however, that the Majority Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) 2.19(c). Following the Existing Maturity Date applicable to such Non-Extending Lenders, the extent necessary Non-Extending Lenders shall have no further obligations under this Agreement, including, without limitation, that such Non-Extending Lenders shall have no obligation to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares purchase participations in Letters of all the Lenders effective as of the Extension Effective DateCredit. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Energy Transfer Equity, L.P.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the The Borrower may, upon notice by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly notify deliver a copy to each of the Lenders), during any period commencing 60 days prior to any anniversary of the Effective Date and ending 30 days prior to such anniversary of the Effective Date, request a one-that the Lenders extend the Maturity Date at the time in effect to the date that is one year extension of following the Maturity Date then in effect. Within 30 days of delivery of such noticeEach Lender, each Lender shall notify acting in its sole discretion, shall, by notice to the Administrative Agent given not more than 20 days after the date of the Extension Letter (the “Notice Date”), advise the Administrative Agent in writing whether or not it consents such Lender agrees to such extension (which consent may be given or withheld in such each Lender that so advises the Administrative Agent that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender's sole and absolute discretion). Any ; provided that any Lender that does not responding within advise the above time period Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed not to have consented be a Non-extending Lender. The election of any Lender to agree to such extensionextension shall not obligate any other Lender to so agree. The Administrative Agent shall promptly notify the Borrower and of each Lender’s determination (or deemed determination) under this Section 2.14(a) within three Business Days after the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16Notice Date. (b) The Subject to the conditions set forth or referred to in paragraphs (c) and (d) below, the Borrower shall have the right on or before the Maturity Date shall be extended only if all Lenders in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (after giving effect except as to any replacements title and the absence of Lenders permitted hereinLiens created by it) (in accordance with and subject to the "Consenting Lenders"restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (w) such Additional Commitment Lender shall have consented thereto. If so extended, agreed to extend the Maturity Date, as to the Consenting Lenders(x) such Additional Commitment Lender, if not already a Lender hereunder, shall be extended subject to the same date in the following year, effective as approval of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower (such approvals not to be unreasonably withheld), (y) such assignment shall promptly confirm become effective as of a date specified by the Borrower (which shall not be later than the Maturity Date in effect prior to the Lenders such extension and the Extension Effective Date. As a condition precedent to such requested extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (bz) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of Section 5.05 shall be deemed to refer such assignment the principal of and interest accrued to the most recent statements furnished pursuant to subsections (a) and (b), respectively, date of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding payment on the Extension Effective Date (Loans made by it hereunder and pay any additional all other amounts required pursuant accrued for its account or owed to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Dateit hereunder. (c) This Section If (and only if) the total Commitments of the Lenders that have agreed so to extend the Maturity Date and the additional Commitments of the Additional Commitment Lenders shall, in the aggregate, be more than 50% of the aggregate amount of Commitments in effect immediately prior to the date of extension of the Maturity Date (the “Extension Date”), then the Maturity Date applicable to the Lenders that shall supersede any provisions in Section 2.13 or 10.01 so have agreed and the Additional Commitment Lenders shall be the date that is one year following the current Maturity Date and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of such extension, and notwithstanding anything herein to the contrary, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (d) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Extension Date the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the Extension Date) and the Administrative Agent shall have received a certificate to that effect dated such Extension Date and executed by the chief financial officer of the Borrower. (e) The Maturity Date may not be extended more than two times during the term of this Agreement (and, for the avoidance of doubt, the Maturity Date may only be extended for a maximum of two additional one-year periods). (f) If as a result of any extension of the Maturity Date in accordance with this Section 2.14 there is more than one Maturity Date in effect at any time, the Borrower and the Administrative Agent may make such amendments to this Agreement as may be necessary to ensure the pro rata treatment in respect of all Borrowings and Loans hereunder.

Appears in 1 contract

Samples: Five Year Senior Credit Agreement (Covidien PLC)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier Subject to the requirements of Section 2.19(d) (including, without limitation, the requirement that Lenders having more than 90 66 2/3% of the Commitments shall consent), at least 30 days but not more than 45 days prior to each of (x) the first anniversary of the Effective Date and (y) the second anniversary of the Effective Date (each such anniversary, an “Extension Date”), the Borrower, by written notice to the Paying Agent, may request an extension of the Maturity Date in effect at such time by one year from its then scheduled expiration. The Paying Agent shall promptly notify each Lender of any such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the relevant Extension Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit F hereto. If any Lender shall fail to notify the Paying Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the relevant Extension Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower promptly of the decision of the Lenders regarding any such request for an extension of the Maturity Date. (b) If all the Lenders consent in writing to any request for an extension of the Maturity Date in accordance with Section 2.19(a), the Maturity Date in effect at such time shall, effective as of the relevant Extension Date, be extended for one year; provided that on each Extension Date, the applicable conditions set forth in Article IV shall have been satisfied. If fewer than all of the Lenders consent in writing to any such request in accordance with Section 2.19(a), the Maturity Date in effect at such time shall, subject to Section 2.19(d) (including, without limitation, the requirement that Lenders having more than 66 2/3% of the Commitments shall have consented) and effective as at the applicable Extension Date, be extended only as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment of such Lender is not assumed in accordance with Section 2.19(c) on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate, unless such Non-Consenting Lender shall otherwise subsequently agree to extend its Commitment to such Extension Date, in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.13, 2.14 and 9.03(a), and its obligations under Section 9.03(b), shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If fewer than all of the Lenders consent to any request for an extension of the Maturity Date pursuant to Section 2.19(a), the Paying Agent shall promptly notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Paying Agent not later than 10 days prior to the Maturity Date in effect at such time of the amount of the Non-Consenting Lenders’ Commitments that it is willing to assume. If one or more Consenting Lenders notify the Paying Agent that they are willing to assume one or more Commitments in an aggregate amount that exceeds the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among such Consenting Lenders in such amounts as are agreed between the Borrower and the Paying Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees that agree to an extension of the Maturity Date (each such Consenting Lender pursuant to the immediately preceding sentence or this sentence and each such Eligible Assignee, an “Assuming Lender”) to assume, effective as of the Extension Date, any remaining Non-Consenting Lenders’ Commitments and all of the obligations of such Non-Consenting Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to, nor later such Non-Consenting Lenders; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than 60 days $10,000,000 (or such lesser amount as the Borrower and the Paying Agent shall agree). The assumptions provided for in this Section 2.19(c) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid (or, in the case of any interest or fees, if it has been so agreed, the Borrower shall have paid) to the Non-Consenting Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to the relevant Extension Date on, the outstanding Loans, if any, of the Non-Consenting Lenders under the respective portions of their Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities payable to the Non-Consenting Lenders in respect of such portions of their Commitments shall have been paid by the Borrower; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.04(b) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); provided further that a Non-Consenting Lender’s rights under Sections 2.13, 2.14 and 9.03(a), and its obligations under Section 9.03(b), shall survive any such assumption as to matters occurring prior toto the date of substitution. On or prior to any Extension Date, (A) each Assuming Lender that is an Eligible Assignee but not a Consenting Lender shall have delivered to the Borrower and the Paying Agent an assumption agreement in substantially the form of Exhibit E (each an “Assumption Agreement”) and (B) any Consenting Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment. Upon the payment or prepayment of all amounts referred to above, the Assuming Lenders, as of the Extension Date, will be substituted for the Non-Consenting Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Consenting Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders (including Eligible Assignees who are Assuming Lenders) having more than 66 2/3% of the Commitments (after giving effect to any assumptions pursuant to Section 2.19(c)) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) on or prior to such Extension Date, the Paying Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Section 4.02, the Maturity Date then in effecteffect shall be extended for the additional one year period as described in Section 2.19(a), and all references in this Agreement to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Borrower may, upon notice to the Administrative Paying Agent (which shall promptly notify the Lenders)Lenders (including, request a one-year without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender effect immediately prior thereto and shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date thereupon record in the following year, effective as of Register the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm relevant information with respect to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Assuming Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Five Year Credit Agreement (Genworth Financial Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectdate hereof, beginning with the first anniversary of the date hereof, and on not more than two occasions, the Borrower Borrowers may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent ’ responses to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16request. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated after giving effect to any replacements of Non-Extending Lenders permitted herein) (the "Consenting Lenders"pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of which is one year after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension and extension, specifying the Extension Effective Date and the new Maturity Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of each Loan Party such Obligor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (i) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, that (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and in the other Loan Documents made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (B) as of the Extension Effective Date, both before and immediately after giving effect to such earlier dateextension, no Default or Event of Default has occurred and is continuing, and except that for purposes (C) as of the Extension Effective Date, there has been no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent pursuant to Section 7.01(b), in the financial condition, business or operations of WIL-Switzerland and its Subsidiaries, taken as a whole. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.142.18, each Non-Extending Lender that has not been replaced by another Lender pursuant to Section 4.03 prior to the representations applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and warranties contained in subsections (a) and (b) of Section 5.05 references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the most recent statements furnished pursuant to subsections Existing Maturity Date. On the Existing Maturity Date, the Borrowers shall (ai) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 3.052.13) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Weatherford International Ltd./Switzerland)

AutoNDA by SimpleDocs

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 120 days prior to, nor later than 60 days prior to, the Maturity Date then in effecteach anniversary of this Agreement (each, an "Anniversary Date"), the Borrower Company may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effect. Within 30 thirty (30) days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Company and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The If all of the Lenders consent in writing to any such request in accordance with subsection Section 2.17(a), then the Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, a date 364 days from the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Date then in the following yeareffect, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower Company shall promptly confirm to the Lenders such extension and the Extension Effective Date. (c) If less than all of the Lenders consent in writing to any such request in accordance with Section 2.17(a), the Maturity Date in effect at such time shall, effective as at the applicable Extension Effective Date and subject to subsection (e) of this Section 2.17, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Maturity Date is not extended as to any Non-Consenting Lender pursuant to this Section 2.17 and the Commitment of such Non-Consenting Lender is not assumed in accordance with Section 2.17(d) on or prior to the applicable Extension Effective Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender's rights under Sections 3.01, 3.03, 3.04, 3.05, 3.06, 10.04 and 10.05, and its obligations under Section 9.07, shall survive the Maturity Date for such Non-Consenting Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date. (d) If less than all of the Lenders consent to any such request pursuant to Section 2.17(a), the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the applicable Anniversary Date of the amount of each Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee, an "Assuming Lender") to assume, effective as of the Extension Effective Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (1) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans and L/C Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment; (2) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment, shall have been paid to such Non-Consenting Lender; and (3) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.07(a) for such assignment shall have been paid; provided, further, that such Non-Consenting Lender's rights under Sections 3.01, 3.03, 3.04, 3.05, 3.06, 10.04 and 10.05, and its obligations under Section 9.07, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Effective Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and the Administrative Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Administrative Agent, (B) each such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.17 shall have delivered to the Administrative Agent any Note held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (1), (2) and (3) of the second preceding sentence, each such Consenting Lender or Assuming Lender will be substituted, as of the Extension Effective Date, for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (e) If (after giving effect to any assignments or assumptions pursuant to Section 2.17(d) Lenders having Commitments equal to 100% of the Commitments in effect immediately prior to the Extension Effective Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Effective Date, the Administrative Agent shall so notify the Company, and, subject to the satisfaction of the conditions precedent set forth in Section 2.17(f), the Maturity Date then in effect shall be extended for the additional 364-day period as described in Section 2.17(a), and all references in this Agreement, and in the Notes, if any, to the "Maturity Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Effective Date, refer to the Maturity Date as so extended. Promptly following each Extension Effective Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (f) As a condition precedent to any such extensionextension in this Section 2.17, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party the Company dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (i) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such extension and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they such representations and warranties are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares or Event of all the Lenders effective as of the Extension Effective DateDefault exists or would result from such extension. (cg) This Section shall supersede any provisions in Section 2.13 2.14 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Maxxam Group Holdings Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier At least 30 days but not more than 90 45 days prior to any anniversary of the Effective Date, but not more than twice, the Borrower, by written notice to the Agent, may request an extension of the Maturity Date in effect at such time by one year from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary of the Effective Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date no Default or Event of Default shall have occurred and be continuing. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 4.2, 4.3, 4.4 and 11.5, and its obligations under Section 10.7, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Maturity Date of the amount of the Non-Consenting Lenders’ Revolving Loan Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Loan Commitments in an aggregate amount that exceeds the amount of the Revolving Loan Commitments of the Non-Consenting Lenders, such Revolving Loan Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Loan Commitments described above there remains any Revolving Loan Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each, an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Revolving Loan Commitment and all of the obligations of such Non-Consenting Lender under this Credit Agreement thereafter arising, without recourse to or warranty by, or expense to, nor such Non-Consenting Lender; provided, however, that the amount of the Revolving Loan Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Loan Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.3(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.2, 4.3, 4.4 and 11.5, and its obligations under Section 10.7, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall deliver to the Borrower and the Agent an agreement in form and substance satisfactory to the Agent and the Borrower pursuant to which such Assuming Lender agrees to become a Lender under this Credit Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall deliver confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Loan Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section shall deliver to the Agent any Note held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Credit Agreement and shall be a Lender for all purposes of this Credit Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section) Lenders having Commitment Percentages equal to at least 50% of the Revolving Loan Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than 60 days one Business Day prior toto such Extension Date, the Agent shall so notify the Borrower, and, subject to the condition that no Default or Event of Default shall have occurred and be continuing, the Maturity Date then in effect, effect shall be extended for the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a additional one-year period as described in subsection (a) of this Section, and all references in this Credit Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Dateimmediately prior thereto. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (WPS Resources Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto any anniversary of the Closing Date, the Maturity Date then in effectCompany, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower Company and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to such anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any Company not later than 15 days prior to such Lender to be replaced as a Lender pursuant to Section 10.16anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date. (b) The If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.13, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.13, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.13, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non- Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.13 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.13 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Article III, and its obligations under Section 9.06, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.13, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be extended only allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than US$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than US$10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees and Letter of Credit fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all Lenders additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.05 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Article III, and its obligations under Section 9.06, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.13 shall deliver to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any replacements assignments or assumptions pursuant to subsection (c) of this Section 2.13) Lenders permitted hereinhaving Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) (the "Consenting Lenders") have consented thereto. If so extendednot later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Company, as and, subject to the Consenting Lenderssatisfaction of the conditions set forth in Section 4.02(b) and (c), shall be extended to the same date in the following year, effective as of the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.13, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being as so extended. Promptly following each Extension Date, the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such extension Consenting Lender and each such Assuming Lender. (e) If, at any Maturity Date, the Extension Effective sum of the aggregate outstanding principal amount of Loans plus the aggregate LC Exposure exceeds the Commitments of the Lenders having Commitments that extend to a later Maturity Date. As a condition precedent to such extension, the Borrower shall deliver to repay Loans and/or deposit funds in an account with the Administrative Agent, in the name of the Administrative Agent a certificate of each Loan Party dated as and for the benefit of the Extension Effective Date (Lenders, in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting an amount equal to such extension and (ii) in the case of the Borrowerexcess, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 deposited amount shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective applied as of the Extension Effective Date. (c) This Section shall supersede any provisions provided in Section 2.13 or 10.01 to the contrary8.02(f).

Appears in 1 contract

Samples: Credit Agreement (SAIC, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 30 days prior to, nor later but not more than 60 days prior toto any anniversary of the Closing Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent Agent, may request, up to two (which shall promptly notify 2) times during the Lenders)term of this Agreement, request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effectscheduled expiration. Within 30 days of delivery The Agent shall promptly notify each Lender of such noticerequest, and each Lender shall notify the Administrative Agent whether or in turn, in its sole discretion, not it consents later than 20 days prior to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly anniversary date, notify the Borrower and the Lenders of the Lenders' responsesAgent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Extending Lender with respect to such extension, request. The Agent shall notify the Borrower may cause any such Lender not later than 15 days prior to be replaced as a Lender pursuant to Section 10.16the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all of the Lenders (after giving effect consent in writing to any replacements such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by the Lenders permitted herein) (and the "Consenting Lenders") have consented thereto. If so extendedBorrower, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Date in the following yeareffect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on any Extension Date the representations and warranties of the Maturity Date then Borrower contained in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent Article IV are correct on and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the such Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying thatDate, before and after giving effect to such extensionextension of the Maturity Date, as though made on and as of such Extension Date, and no Default or Event of Default shall have occurred and be continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by those Lenders that so consented (each an “Extending Lender”) and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.23, be extended as to the Extending Lenders but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the applicable Extension Date, the Revolving Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive the Maturity Date for such Non-Extending Lenders as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.23, the Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (any such Eligible Assignee to be referred to herein as an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Revolving Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid facility fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.6(b) for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.23 shall have used its commercially reasonable efforts to deliver to the Agent any Note or Notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of subsection (c) of this Section 2.23, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders have Revolving Commitments equal to at least 50% of the Revolving Commitments in effect immediately prior to the Extension Date consent to a requested extension not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to (i) the representations and warranties of the Borrower contained in Article V and the other Loan Documents are true and IV being correct on and as of the Extension Effective date of such extension of the Maturity Date, except to the extent that such representations before and warranties specifically refer to an earlier dateafter giving effect thereto, in which case they are true as though made on and correct as of such earlier date, (ii) no Default or Event of Default having occurred and except that being continuing on the Extension Date and (iii) execution of a consent by the Extending Lenders, Assuming Lenders and the Borrower, the Maturity Date then in effect shall be extended for purposes the additional one-year period as described in subsection (a) of this Section 2.142.23, and all references in this Agreement, and in the representations Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to each Assuming Lender for such Extension Date, refer to the most recent statements furnished pursuant to subsections (a) and (b)Maturity Date as so extended. Promptly following each Extension Date, respectively, of Section 6.01, and (B) no Default exists. The Borrower the Agent shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all notify the Lenders effective as (including, without limitation, each Assuming Lender) of the Extension Effective Dateextension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Revolving Credit Facility (Nordstrom Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extensionextension (a "Declining Lender"), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding more than 50% of the Commitments (after calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto, with respect only to Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Maturity Date, as to the Consenting LendersLenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect year (such existing Maturity Date being the "Extension Effective Date")) but the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension extension, or if the Borrower's resolutions delivered pursuant to Section 4.01(a)(iv) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are shall be true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. The Borrower shall (i) on the existing Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, and (ii) prepay any Committed Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new the Pro Rata Shares of all the Lenders effective as of the Extension Effective DateLenders. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Enbridge Energy Partners Lp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the The Borrower may, upon notice by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly notify deliver a copy to each of the Lenders), during any period commencing 60 days prior to any anniversary of the Effective Date and ending 30 days prior to such anniversary of the Effective Date, request a one-that the Lenders extend the Maturity Date at the time in effect to the date that is one year extension of following the Maturity Date then in effect. Within 30 days of delivery of such noticeEach Lender, each Lender shall notify acting in its sole discretion, shall, by notice to the Administrative Agent given not more than 20 days after the date of the Extension Letter (the “Notice Date”), advise the Administrative Agent in writing whether or not it consents such Lender agrees to such extension (which consent may be given or withheld in such each Lender that so advises the Administrative Agent that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender's sole and absolute discretion). Any ; provided that any Lender that does not responding within advise the above time period Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed not to have consented be a Non-extending Lender. The election of any Lender to agree to such extensionextension shall not obligate any other Lender to so agree. The Administrative Agent shall promptly notify the Borrower and of each Lender’s determination (or deemed determination) under this Section 2.14(a) within three Business Days after the Lenders of the Lenders' responsesNotice Date. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16.28 #85763602v22 (b) The Subject to the conditions set forth or referred to in paragraphs (c) and (d) below, the Borrower shall have the right on or before the Maturity Date shall be extended only if all Lenders in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (after giving effect except as to any replacements title and the absence of Lenders permitted hereinLiens created by it) (in accordance with and subject to the "Consenting Lenders"restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non- extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (w) such Additional Commitment Lender shall have consented thereto. If so extended, agreed to extend the Maturity Date, as to the Consenting Lenders(x) such Additional Commitment Lender, if not already a Lender hereunder, shall be extended subject to the same date in the following year, effective as approval of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower (such approvals not to be unreasonably withheld), (y) such assignment shall promptly confirm become effective as of a date specified by the Borrower (which shall not be later than the Maturity Date in effect prior to the Lenders such extension and the Extension Effective Date. As a condition precedent to such requested extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (bz) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of Section 5.05 shall be deemed to refer such assignment the principal of and interest accrued to the most recent statements furnished pursuant to subsections (a) and (b), respectively, date of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding payment on the Extension Effective Date (Loans made by it hereunder and pay any additional all other amounts required pursuant accrued for its account or owed to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Dateit hereunder. (c) This Section If (and only if) the total Commitments of the Lenders that have agreed so to extend the Maturity Date and the additional Commitments of the Additional Commitment Lenders shall, in the aggregate, be more than 50% of the aggregate amount of Commitments in effect immediately prior to the date of extension of the Maturity Date (the “Extension Date”), then the Maturity Date applicable to the Lenders that shall supersede any provisions in Section 2.13 or 10.01 so have agreed and the Additional Commitment Lenders shall be the date that is one year following the current Maturity Date and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of such extension, and notwithstanding anything herein to the contrary, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (d) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Extension Date the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the Extension Date) and the Administrative Agent shall have received a certificate to that effect dated such Extension Date and executed by the chief financial officer of the Borrower. (e) The Maturity Date may not be extended more than two times during the term of this Agreement (and, for the avoidance of doubt, the Maturity Date may only be extended for a maximum of two additional one-year periods). (f) If as a result of any extension of the Maturity Date in accordance with this Section 2.14 there is more than one Maturity Date in effect at any time, the Borrower and the 29 #85763602v22 Administrative Agent may make such amendments to this Agreement as may be necessary to ensure the pro rata treatment in respect of all Borrowings and Loans hereunder.

Appears in 1 contract

Samples: Senior Credit Agreement

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 45 days prior to, each anniversary of the Maturity Date then in effectEffective Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding greater than 51% of the total Commitments then outstanding (after calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as of after giving effect to such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01extension no Default exists or will exist, and (BC) no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede If any provisions in Section 2.13 or 10.01 Lender does not consent to the contraryextension of the Maturity Date as provided in this Section 2.05, the Borrower shall have the right to replace such Lender in accordance with Section 2.19(b).

Appears in 1 contract

Samples: 5 Year Revolving Credit Agreement (Xto Energy Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier At any time not more than 90 days prior to, nor later and less than 60 days prior to, to the date which is one year prior to the then current Maturity Date then in effectDate, the Borrower may, upon by written request to the Agent (for the purposes of this Section 9.2, the “Extension Request”), request that the then current Maturity Date be extended for a further period of two years from the then current Maturity Date at such time. A copy of the Extension Request shall be provided by the Agent to each of the Lenders in accordance with Section 14.18. Each Lender may, in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent (which shall promptly notify for the Lenderspurposes of this Section 9.2, the “Extension Response Notice”), request a one-not later than 25 days prior to the date which is one year extension of prior to the then current Maturity Date then in effect(for the purposes of this Section 9.2, the “Extension Response Period”), approve or decline the Extension Request. Within 30 days of delivery of such notice, each If any Lender shall notify the Administrative Agent whether or does not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding provide an Extension Response Notice within the above time period Extension Response Period, such Lender shall be deemed not to have consented declined the Extension Request. If Lenders with Individual Commitments that in the aggregate are equal to such extension. The Administrative or greater than 70% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request, the Agent shall promptly notify the Borrower and the Lenders of such approval and confirm the Lenders' responsesnew Maturity Date. If any Lender declines, or is deemed Lenders with Individual Commitments with respect to have declined, to consent to such extensionthe Credit Facility that in the aggregate are less than 70% of the aggregate Individual Commitments of all Lenders approve the Extension Request, the Agent shall notify the Borrower may cause any such Lender and the Lenders that the Maturity Date shall not be extended, and the aggregate credit outstanding under the Credit Facility, together with all accrued but unpaid interest thereon and all accrued but unpaid fees with respect thereto, shall be repaid in full by the Borrower to be replaced as a Lender pursuant to Section 10.16the Lenders on the Maturity Date. (b) The If Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request within the Extension Response Period (for the purposes of this Section 9.2, the “Approving Lenders”), the following shall apply: (i) On or before the second Business Day after the Extension Response Period, the Agent shall give written notice (for the purposes of this Section 9.2, the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (for the purposes of this Section 9.2, the “Declining Lenders”) and their respective Individual Commitments with respect to the Credit Facility. (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility (for the purposes of this Section 9.2, all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (for the purposes of this Section 9.2, an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (for the purposes of this Section 9.2, the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (for the purposes of this Section 9.2, such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Business Day following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof available to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is one year prior to the then current Maturity Date shall be extended only if all Lenders (after without giving effect to any replacements of Lenders permitted hereinextension thereof) (in accordance with the "Consenting Lenders") have consented theretoprocedures set out in Section 15.6(c). If so extendedthe Available Amount is not completely acquired by the Approving Lenders, the Maturity DateBorrower may locate other Persons (for the purposes of this Section 9.2, “Substitute Lenders”) who qualify as Lenders, are satisfactory to the Consenting LendersAgent, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility on the date which is one year prior to the then current Maturity Date (without giving effect to any extension thereof) in accordance with the procedures set out in Section 15.6(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be extended repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the date which is one year prior to the same date in then current Maturity Date (without giving effect to the following year, effective as Extension Request) and the amount of the Maturity Date then in effect (such existing Maturity Date being Credit Facility shall thereupon be reduced by the "Extension Effective Date")aggregate of the Individual Commitments so cancelled. The Administrative Agent and the Borrower shall promptly confirm to the Lenders comply with Section 8.4 in connection with any such extension and the Extension Effective Dateprepayment. As a condition precedent concerns any Bankers’ Acceptances or BA Rate Loans that otherwise would be subject to such extensionprepayment pursuant to this Section 9.2(b)(ii), the Borrower shall deliver forthwith pay to the Administrative Agent a certificate of each Loan Party dated as an amount equal to the aggregate of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer aggregate face amount of such Loan Party (i) certifying Bankers’ Acceptances and attaching the resolutions adopted aggregate principal amount of such BA Rate Loans, such amount to be held by such Loan Party approving or consenting the Agent against any amount owing by the Borrower to such extension Declining Lenders in respect of such Bankers’ Acceptances and (ii) in BA Rate Loans. Any such amount paid to the Agent shall be held on deposit by the Agent until the maturity date of such Bankers’ Acceptances or BA Rate Loans, at which time it shall be applied against the indebtedness of the Borrower to such Declining Lenders thereunder. While on deposit with the Agent, such amount shall bear interest at the rate applicable to short term deposits. As concerns any Letter that otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), the Borrower shall forthwith pay to the Agent or the Fronting Lender, as the case may be, an amount equal to the aggregate contingent liability of the Borrowerrelevant Declining Lenders under such Letter, certifying thatsuch amount to be held by the Agent or the Fronting Lender, before and after giving effect to such extensionas the case may be, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant subject to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date13.2. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Fortis Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toSubject to Section 2.20(e), nor later than 60 days prior toat any time, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date to the date that is one year after the then existing Maturity Date (such existing Maturity Date, the “Existing Maturity Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in effect. Within 30 turn, in its sole discretion, not later than 20 days of after delivery of such noticenotice by the Administrative Agent to the Lenders, each Lender shall notify the Administrative Agent in writing as to whether or not it such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension (which consent may be given or withheld in of the Maturity Date not later than 20 days after the delivery of such Lender's sole and absolute discretion). Any notice by the Administrative Agent to the Lenders, such Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responsesconsents received with respect to the Borrower’s request for an extension of the Maturity Date. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower The Maturity Date may cause any such Lender to be replaced as a Lender extended pursuant to this Section 10.162.20 on no more than two separate instances during the term of this Agreement. (b) The If Lenders constituting the Required Lenders consent in writing to any such request in accordance with Section 2.20(a), the Maturity Date shall be extended, effective on the applicable anniversary of the Effective Date, to the date that is one year after the Existing Maturity Date as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended only if all Lenders (after giving effect as to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as Non-Extending Lender; provided that no extension of the Maturity Date then in effect pursuant to this Section shall become effective unless (the first date on which such existing Maturity Date being consent of the "Extension Effective Date"). The Administrative Agent Required Lenders is obtained and the Borrower shall promptly confirm conditions specified in this proviso are satisfied being referred to as the Lenders such extension and the Extension Effective Closing Date. As a condition precedent to such extension, the Borrower shall deliver to ”) the Administrative Agent shall have received (i) a certificate signed by a Financial Officer of each Loan Party the Borrower, dated as of the Extension Effective Date Closing Date, certifying that (in sufficient copies for each LenderA) signed by a Responsible Officer as of and on such Loan Party (i) certifying date, no Default has occurred and attaching the resolutions adopted by such Loan Party approving or consenting to such extension is continuing and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (AB) the representations and warranties contained of the Loan Parties set forth in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Datesuch date, except to the extent that any such representations and warranties specifically refer are expressly limited to an earlier date, in which case they are such representations and warranties continue to be true and correct in all material respects as of such specified earlier datedate (provided that, and except that for purposes in the case of this Section 2.14clause (B) above, the such materiality qualifier shall not be applicable to any representations and warranties contained that already are qualified or modified by materiality in subsections (athe text thereof) and (bii) if requested by the Administrative Agent, customary evidence of authority, secretary’s certificates and opinions and, if any Subsidiary shall then be a Guarantor, a customary reaffirmation agreement. Promptly following the occurrence of any Extension Closing Date, the Administrative Agent shall notify the Lenders thereof. To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 5.05 shall be deemed to refer 2.20 and the Commitment of such Non-Extending Lender is not assigned and delegated in accordance with Section 2.20(c) on or prior to the most recent statements furnished pursuant to subsections applicable Existing Maturity Date, (aA) and (b)the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Maturity Date without any further notice or other action by the Borrower, respectively, of Section 6.01, such Lender or any other Person and (B) no Default exists. The the principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on such Existing Maturity Date, and on such Existing Maturity Date the Borrower shall prepay any Committed also make such other prepayments of the Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) 2.10 as shall be required in order that, after giving effect to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as termination of the Extension Effective Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, (x) the Total Revolving Credit Exposure would not exceed the Aggregate Commitments and (y) the Revolving Credit Exposure of any Lender shall not exceed its Commitment; provided that such Non-Extending Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 9.03, shall survive such Existing Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) This If, pursuant to Section shall supersede 2.20(a), the Borrower requests an extension of the Maturity Date and Lenders constituting the Required Lenders consent to such request, then the Borrower may, at its sole expense and effort (including payment of any provisions applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 2.13 or 10.01 9.04), all its interests, rights (other than its existing rights to payment pursuant to Sections 2.14 and 2.16) and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which may be another Lender, if a Lender accepts such assignment) and will agree to the contraryapplicable request for extension; provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (with respect to any assignee that is not already a Lender hereunder or an Affiliate of a Lender), each Issuing Bank and the Swingline Lender, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) such assignment does not conflict with applicable law. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be deemed to make the representations and warranties in such Assignment and Assumption if such Lender has not executed such Assignment and Assumption). (d) Notwithstanding the foregoing, the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.14, 2.15, 2.16 and 9.03, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrower shall cause the Total LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such Total LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this Section (and, in any event, no later than the applicable Existing Maturity Date)). (e) After giving effect to any extension pursuant to this Section 2.20, the Maturity Date may not be more than five years after the effective date of such extension.

Appears in 1 contract

Samples: Revolving Credit Agreement (Marathon Petroleum Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At any time at least 30 days prior to, nor later than 60 days prior toto the Maturity Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date to the date that is one year after the then existing Maturity Date (such existing Maturity Date, the “Existing Maturity Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in effect. Within 30 turn, in its sole discretion, not later than 20 days of after delivery of such noticenotice by the Administrative Agent to the Lenders, each Lender shall notify the Administrative Agent in writing as to whether or not it such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension (which consent may be given or withheld in of the Maturity Date not later than 20 days after the delivery of such Lender's sole and absolute discretion). Any notice by the Administrative Agent to the Lenders, such Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responsesconsents received with respect to the Borrower’s request for an extension of the Maturity Date. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower The Maturity Date may cause any such Lender to be replaced as a Lender extended pursuant to this Section 10.162.20 on no more than two separate instances during the term of this Agreement. (b) The If Lenders constituting the Required Lenders consent in writing to any such request in accordance with Section 2.20(a), the Maturity Date shall be extended only if all to the date which is one year after the Existing Maturity Date as to those Lenders that so consented (after giving effect each, an “Extending Lender”) but shall not be extended as to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as Non-Extending Lender; provided that no extension of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower pursuant to this Section shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to become effective unless the Administrative Agent shall have received a certificate signed by the chief financial officer of each Loan Party the Borrower, dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer date that would otherwise be the effective date of such Loan Party extension, certifying that (i) certifying as of and attaching the resolutions adopted by on such Loan Party approving or consenting to such extension date, no Event of Default has occurred and is continuing and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained of the Loan Parties set forth in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Datesuch date, except to the extent that any such representations and warranties specifically refer are expressly limited to an earlier date, in which case they are such representations and warranties continue to be true and correct in all material respects as of such specified earlier datedate (provided that, and except that for purposes in the case of this Section 2.14clause (ii) above, the such materiality qualifier shall not be applicable to any representations and warranties contained that already are qualified or modified by materiality in subsections (athe text thereof). To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.20 and the Commitment of such Non-Extending Lender is not assigned in accordance with Section 2.20(c) and (b) of Section 5.05 shall be deemed to refer on or prior to the most recent statements furnished pursuant to subsections applicable Existing Maturity Date, (aA) and (b)the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Maturity Date without any further notice or other action by the Borrower, respectively, of Section 6.01, such Lender or any other Person and (B) no Default exists. The the principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on such Existing Maturity Date, and on such Existing Maturity Date the Borrower shall prepay any Committed also make such other prepayments of the Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) 2.10 as shall be required in order that, after giving effect to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as termination of the Extension Effective Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, the Total Revolving Credit Exposure would not exceed the Aggregate Commitments; provided that such Non-Extending Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 9.03, shall survive such Existing Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) This If, pursuant to Section shall supersede 2.20(a), the Borrower requests an extension of the Maturity Date and Lenders constituting the Required Lenders consent to such request, then the Borrower may, at any provisions time after the day that is 27 months prior to the Maturity Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 2.13 or 10.01 9.04), all its interests, rights and obligations under this Agreement to an assignee meeting the conditions set forth in Section 9.04(b) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) and will agree to the contraryapplicable request for extension; provided that (i) unless the assignee is already a Lender, the Borrower shall have received the prior written consent of the Administrative Agent and the Issuing Banks, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) such assignment does not conflict with applicable law. (d) If Lenders constituting the Required Lenders consent in writing to a requested extension of the Maturity Date, not later than one Business Day prior to the applicable Existing Maturity Date the Administrative Agent shall so notify the Borrower, and the Existing Maturity Date then in effect shall, subject to the satisfaction of the conditions set forth in the proviso in the first sentence of Section 2.20(b), be extended for the additional one-year period as described in Section 2.20(b), and all references in the Loan Documents to the “Maturity Date” shall, solely with respect to the Commitments and Revolving Credit Exposure of each Extending Lender and each assignee pursuant to Section 2.20(c) for such extension, refer to the Maturity Date as so extended. Promptly following the applicable Existing Maturity Date, the Administrative Agent shall notify the Lenders (including each assignee pursuant to Section 2.20(c)) of such extension of the applicable Existing Maturity Date and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such assignee.

Appears in 1 contract

Samples: Amendment No. 1 and Agreement (Omega Acquisition, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16SECTION 11.16. (b) The Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) shall be extended only if all Lenders that constitute at least the Required Revolving Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting LendersCONSENTING LENDERS") have consented thereto. If so extended, the such Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date of the Revolving Loans, Swingline Loans and Letters of Credit (and the related L/C Obligations) then in effect (such existing Maturity Date being the "Extension Effective DateEXTENSION MATURITY DATE"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Maturity Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V ARTICLE VI and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. On the Extension Maturity Date, the Revolving Commitments of Lenders that have not consented to such extension of the Maturity Date and have not been replaced as provided herein shall automatically terminate. The Borrower shall prepay any Committed Revolving Loans outstanding on the Extension Effective Maturity Date (and pay any additional amounts required pursuant to Section SECTION 3.05) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateMaturity Date and after giving effect to any termination of the Revolving Commitments described above. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 SECTION 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Medianews Group Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4Upon Borrower’s written request, delivered to Administrative Agent at least 60 days and not more than 90 days prior to the then-scheduled Maturity Date, Borrower shall have the right to extend the Original Maturity Date for the First Extension Period and, if the extension option for the First Extension Period has been duly exercised, the right to further extend the date the Loans mature for the Second Extension Period, provided that: (a) Not earlier than 90 days prior toNo Default or Event of Default shall have occurred and remain uncured on the applicable Maturity Date, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent received a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) to that effect signed by a Responsible Officer of such Loan Party Borrower; (ib) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the The representations and warranties contained set forth in Article V this Agreement and the other Loan Documents are true and shall be correct as of the applicable Maturity Date as though made on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except Administrative Agent shall have received a certificate to that for purposes effect signed by a Responsible Officer of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date.Borrower; (c) This Section Borrower shall supersede any provisions in Section 2.13 or 10.01 have paid to Administrative Agent, for the account of the Lenders, an extension fee equal to (i) twenty five basis points (0.25%) multiplied by the Maximum Commitment Amount on the Original Maturity Date (with respect to the contraryFirst Extension Period), and (ii) twenty basis points (0.20%) multiplied by the Maximum Commitment Amount on the last day of the First Extension Period (with respect to the Second Extension Period). The Extension Fee shall be determined as of the date Borrower provides the extension notice for the applicable Extension Period and shall be paid by Borrower on the first day of such Extension Period; and (d) Borrower shall have executed, acknowledged and delivered to Administrative Agent such documents as Administrative Agent reasonably determines to be necessary to evidence the extension of the Maturity Date.

Appears in 1 contract

Samples: Revolving Credit Agreement (Essex Portfolio Lp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier At least 45 days but not more than 90 75 days prior to, nor later than 60 days prior toto the third anniversary of the Effective Date (the “Applicable Anniversary”), the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension scheduled expiration (which consent request may be given or withheld in such Lender's sole conditioned on a minimum level of Term Loans from Consenting Lenders (as defined below) and absolute discretionAssuming Lenders (as defined below). Any Lender not responding within the above time period shall be deemed not to have consented to such extension). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the Applicable Anniversary, notify the Borrower and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 30 days prior to the Applicable Anniversary, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender (as defined below) with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any such Lender not later than 25 days prior to be replaced as a Lender pursuant to Section 10.16the Applicable Anniversary of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all the Lenders (after giving effect consent in writing to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extendedsuch request in accordance with Section 2.22(a), the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Date in the following yeareffect at such time shall, effective as at the Applicable Anniversary (the “Extension Date”), be extended for one year; provided that on the Extension Date the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.22(a), the Maturity Date then in effect at such time shall, effective as at the Extension Date and subject to Section 2.22(d), be extended as to those Lenders that so consented (such existing each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date being the "Extension Effective Date"). The Administrative Agent is not extended as to any Lender pursuant to this Section 2.22 and the Borrower shall promptly confirm Term Loans of such Lender are not assumed in accordance with Section 2.22(c) on or prior to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting pay to such extension Lender the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and (ii) in the case of the Borrower, certifying that, before and after giving effect all other amounts payable to such extension, (A) Lender under the representations and warranties contained in Article V and the other Loan Credit Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date; provided that such Non-Consenting Lender’s rights under Sections 2.16, 2.17, 2.18 and 9.03 shall survive the Maturity Date (for such Lender as to matters occurring prior to such date. It is understood and pay agreed that no Lender shall have any additional amounts required pursuant obligation whatsoever to Section 3.05) agree to any request made by the extent necessary to keep outstanding Committed Loans ratable with Borrower for any revised and new Pro Rata Shares of all the Lenders effective as requested extension of the Extension Effective Maturity Date. (c) This If less than all of the Lenders consent to any such request pursuant to Section 2.22(a), the Administrative Agent shall supersede any provisions promptly so notify the Consenting Lenders, and each Consenting Lender may, in Section 2.13 or 10.01 its sole discretion, give written notice to the contrary.Administrative Agent not later than ten days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Term Loans for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Term Loans in an aggregate amount that exceeds the amount of the Term Loans of the Non-Consenting Lenders, such Term Loans shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the

Appears in 1 contract

Samples: Term Loan Credit Agreement (KEMPER Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 45 days prior toto any anniversary date of this Agreement (each, the Maturity Date then in effectan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than one such extension shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting “Extending Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in which is one year after the following yearMaturity Date, effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.15(c)(iii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a condition precedent to result of such extension; (ii) on and as of the Extension Effective Date, the representations and warranties contained in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) both before and after giving effect to the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of each Loan Party signed by a Responsible Officer dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents made by it are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.06 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, (2) before and after giving effect to such extension no Default exists or will exist, and (B3) no Default exists. event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a) and (b) that has had, or would reasonably be expected to have, a Material Adverse Effect; and (iv) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date). (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.15. (e) This Section shall supersede any provisions in Section 2.13 2.07 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Term Loan Agreement (Qep Resources, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower The Company may, upon by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier than 60 days and not later than 30 days prior to each of the first and/or second anniversary of the Amendment Effective Date (each, an “Anniversary Date”), request a one-year extension of the that each Lender extend such Lender’s Scheduled Maturity Date then for an additional one year. (b) Each Lender, acting in effect. Within 30 its sole and individual discretion, shall, by notice to the Administrative Agent given at least 20 days of delivery of such noticeprior to the applicable Anniversary Date, each Lender shall notify advise the Administrative Agent whether or not it consents such Lender agrees to such extension, and each Lender that elects not to so extend its Scheduled Maturity Date (or fails to so advise the Administration within the period specified above) shall be a “Non-Extending Lender”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. c) The Administrative Agent shall promptly notify the Borrower and Company of each Lender’s determination under this Section 2.20 no later than 15 days prior to the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16applicable Anniversary Date. (bd) The Maturity Date shall be extended only if all Lenders (Company, after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as notice to the Consenting LendersAdministrative Agent and the applicable Non-Extending Lender, shall be extended have the right, at its sole expense and effort, to the same date replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in the following yearplace thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 9.12; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the applicable Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Scheduled Maturity Date then (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect (such existing immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Scheduled Maturity Date being the "Extension Effective Date"). The Administrative Agent of each Extending Lender and the Borrower of each Additional Commitment Lender shall promptly confirm to the Lenders such extension be extended for an additional one year, and the Extension Effective Date. each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. (f) As a condition precedent to such extension, the Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective applicable Anniversary Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (cg) On the Scheduled Maturity Date for each Non-Extending Lender, the Borrowers shall pay all outstanding obligations owed to such Non-Extending Lender hereunder. (h) This Section 2.20 shall supersede any provisions in Section 2.13 2.14 or 10.01 9.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Pentair Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Initial Maturity Date then in effectand each anniversary of the Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and except that for purposes after giving effect to such extension no Default exists or will exist as of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2013, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Revolving Credit Agreement (HollyFrontier Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 30 days prior to, any anniversary date of the Maturity Date then in effectClosing Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the then current Maturity Date then in effectDate, provided, however, that the Borrower may request only two such extensions under this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extensionextension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.1613.7. (b) The Maturity Date shall be extended only Only if all Majority Lenders (after calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the "Consenting Lenders") have consented theretoto an extension requested pursuant to this Section, the Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 13.7. If so extended, the Maturity Date, as to the Consenting LendersLenders and each Lender replacing a Declining Lender pursuant to Section 13.7, shall be extended to the same date in falling one year after the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being (except that if such date is not a Business Day, such Maturity Date, as so extended, shall be the "Extension Effective next preceding Business Day); provided, however, that the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension extension, and the Extension Effective DateAdministrative Agent shall distribute an amended Schedule 1.1(a) (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. If the Maturity Date is extended pursuant to this Section 2.16 with respect to some but not all of the Lenders, then no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, after giving effect to such Letter of Credit, the aggregate Commitments of the Consenting Lenders and each Lender replacing a Declining Lender for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date (after giving effect to any Cash Collateral with respect to such Letter of Credit or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuers and the Administrative Agent). (c) As a condition precedent to such extension, the Borrower shall deliver have provided to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (following, in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party form and substance reasonably satisfactory to the Administrative Agent (i) certifying and attaching copies of corporate resolutions certified by the resolutions adopted by such Loan Party approving Secretary or consenting to such extension and (ii) in the case Assistant Secretary of the Borrower, or such other evidence as may be reasonably satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Maturity Date, as extended pursuant to this Section, has been duly authorized by all necessary corporate action, (ii) a certificate, signed by an Authorized Officer of the Borrower certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties contained in Article V of the Borrower and the other Loan Credit Parties in the Credit Documents (other than, during a Specified Period, those set forth in Sections 8.4 and 8.20) are true and correct on and as of the Extension Effective Date, except to the extent that in all material respects (unless such representations and warranties specifically refer to an earlier dateare already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of such extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. . (d) The Borrower shall prepay any Committed Loans outstanding shall, on the Extension Effective Existing Maturity Date (and pay with respect to any additional amounts required Declining Lender that has not been replaced as a Lender pursuant to Section 3.05) 13.7 pay in full all Obligations owing to the extent necessary to keep such Declining Lender, and such Declining Lender’s Commitment and participation in any Letter of Credit or Swingline Loan outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective hereunder shall terminate on such Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier less than 60 days and not -------------------------- more than 90 days prior toto the Termination Date then in effect, nor later provided that no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit B, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 60 30 days and not more than 45 days prior toto the Termination Date then in effect, notify the Borrower and the Administrative Agent of its election to extend or not extend the Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Termination Date then in effect. If the then Majority Lenders shall approve in writing the extension of the Termination Date requested in such Extension Request, the Maturity Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection shall be for a -------- maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing to such extension not less than 30 days and not more than 45 days prior to the Termination Date then in effect (an "Objecting Lender") shall, ---------------- unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the "Commitment Expiration Date" with -------------------------- respect to such Objecting Lender). If, not less than 30 days and not more than 45 days prior to the Termination Date then in effect, the Borrower may, upon notice to then Majority Lenders shall not approve in writing the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Termination Date then requested in effect. Within 30 days of delivery of such noticean Extension Request, each Lender the Termination Date shall notify the Administrative Agent whether or not it consents be extended pursuant to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionExtension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Borrower of any extension of the Termination Date pursuant to this subsection and (z) the Borrower and the Lenders each other Lender of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16which becomes an Objecting Lender. (b) The Maturity Loans owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date repaid in the following year, effective as of the Maturity Date then in effect (full on or before such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Commitment Expiration Date. (c) This Section shall supersede The Borrower may, at its sole expense and effort, upon notice to any provisions Objecting Lender or any Lender who is an "Objecting Lender" as defined in Section 2.13 the Other Credit Agreement (an "Other Objecting Lender") and the Administrative ---------------------- Agent, require such Objecting Lender or 10.01 Other Objecting Lender, as the case may be, to assign and delegate, without recourse (in accordance with and subject to the contraryrestrictions contained in subsection 10.6), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the -------- Borrower shall have received the prior written consent of the Administrative Agent and the Issuing Bank (unless such Objecting Lender or Other Objecting Lender is the Administrative Agent or an Issuing Bank, in which case its consent shall not be required), which consents shall not unreasonably be withheld, (ii) such Objecting Lender or Other Objecting Lender, as the case may be, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). (d) For a period of 90 days following any extension of the Termination Date pursuant to this subsection 2.18, the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent, cause additional banks or other financial institutions to become parties hereto as Lenders to replace the Commitments of Objecting Lenders no longer parties hereto, provided -------- that the aggregate Commitments shall not exceed the aggregate Commitments existing prior to such extension. Such additional banks or other financial institutions shall be subject to the approval of the Administrative Agent and the Issuing Bank (the consent of which will not be unreasonably withheld) and shall become parties hereto by executing such supplements hereto as shall be satisfactory to the Borrower and the Administrative Agent. Upon any such bank or other financial institution so becoming a Lender the Borrower will effect such borrowings and prepayments as are necessary to cause all then outstanding Loans to be held ratably by all the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Conectiv Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, The Borrowers shall have an option to extend the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Stated Maturity Date then in effect for one (such existing Maturity Date being 1) additional term not longer than 364 days, subject to satisfaction of the "Extension Effective Date"). The following conditions precedent: (a) each of the extending Lenders and the Administrative Agent and the Borrower shall promptly confirm consent to the Lenders such extension and in their sole discretion; (b) as of the Extension Effective Date. As a condition precedent to effective date of such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained set forth herein and in Article V and the other Loan Documents are true and correct in all material respects with the same force and effect as if made on and as of the Extension Effective Date, such date (except to the extent that such representations and warranties specifically refer expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrowers shall have paid an extension fee to the Administrative Agent for the benefit of the extending Lender Groups consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension. Such fee shall be agreed to by the Borrowers and the consenting Lender Groups at such time, each in their sole discretion; (d) no Potential Default or Event of Default shall have occurred and be continuing on the date on which case they notice is given in accordance with clause (f) below or on the initial Stated Maturity Date; (e) the Borrowers shall have delivered to the Administrative Agent resolutions adopted by the Borrowers approving or consenting to such increase, certified by a Responsible Officer of the Borrowers that such resolutions are true and correct as of such earlier datecopies thereof and are in full force and effect, and except that for purposes of this Section 2.14, such legal opinions as the representations and warranties contained Administrative Agent may reasonably request; and (f) the Borrowers shall have delivered an Extension Request with respect to the Stated Maturity Date to the Administrative Agent not less than sixty (60) days prior to the Stated Maturity Date then in subsections effect (a) and (b) of Section 5.05 which shall be deemed promptly forwarded by the Administrative Agent to refer to the most recent statements furnished pursuant to subsections (a) and (beach Lender), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Crescent Capital BDC, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toThe Borrower may, nor later by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders of the applicable Class), not less than 60 days prior to, in advance of the Revolving Credit Maturity Date then in effecteffect at such time (the “Existing Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving Credit Maturity Date or the Existing Term Loan Maturity Date, as the Borrower maycontext requires), upon as the case may be, request that the Lenders of the applicable Class extend the applicable Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender of the applicable Class, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (which shall promptly notify the Lenders“Response Date”), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify advise the Administrative Agent in writing whether or not such Lxxxxx agrees to the requested extension. Each Lender of the applicable Class that advises the Administrative Agent that it consents will not extend the applicable Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender of the applicable Class that does not advise the Administrative Agent of its consent to such requested extension (which consent may be given or withheld in such Lender's sole by the Response Date and absolute discretion). Any any Lender not responding within of the above time period applicable Class that is a Defaulting Lender on the Response Date shall be deemed not to have consented to such extensionbe a Non-extending Lender in respect of the applicable Extension Request. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying thatin writing, before and after giving effect of the applicable Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such extension, (A) the representations and warranties contained in Article V an extension shall not obligate any other Lender to so agree. The Revolving Credit Maturity Date and the other Term Loan Documents are true and correct on and as of the Extension Effective Date, except Maturity Date may each be extended no more than one time pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date2.22. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Limited Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement (Eagle Pharmaceuticals, Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effectOn each anniversary of this Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all of the Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VII made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as after giving effect to such extension no Event of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Default exists or will exist, and (BC) no Default exists. The Borrower since (1) the most immediately preceding March 31 and prior to the date thirty (30) days preceding such Extension Effectiveness Date, whichever shall prepay any Committed Loans outstanding later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a Material Adverse Effect on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Teton Energy Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 30 days prior to, nor later but not more than 60 days prior toto any anniversary of the Closing Date, the Maturity Date then in effectBorrower, the Borrower may, upon by written notice to the Administrative Agent Agent, may request, up to two (which shall promptly notify 2) times during the Lenders)term of this Agreement, request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effectscheduled expiration. Within 30 days of delivery The Agent shall promptly notify each Lender of such noticerequest, and each Lender shall notify the Administrative Agent whether or in turn, in its sole discretion, not it consents later than 20 days prior to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly anniversary date, notify the Borrower and the Lenders of the Lenders' responsesAgent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Extending Lender with respect to such extension, request. The Agent shall notify the Borrower may cause any such Lender not later than 15 days prior to be replaced as a Lender pursuant to Section 10.16the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all of the Lenders (after giving effect consent in writing to any replacements such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by the Lenders permitted herein) (and the "Consenting Lenders") have consented thereto. If so extendedBorrower, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Date in the following yeareffect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on any Extension Date the representations and warranties of the Maturity Date then Borrower contained in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent Article IV are correct on and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the such Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying thatDate, before and after giving effect to such extensionextension of the Maturity Date, as though made on and as of such Extension Date, and no Default or Event of Default shall have occurred and be continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by those Lenders that so consented (each an “Extending Lender”) and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.23, be extended as to the Extending Lenders but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the applicable Extension Date, the Revolving Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive the Maturity Date for such Non-Extending Lenders as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.23, the Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (any such Eligible Assignee to be referred to herein as an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Revolving Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid facility fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.06(b) for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.23 shall have used its commercially reasonable efforts to deliver to the Agent any Note or Notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of subsection (c) of this Section 2.23, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders have Revolving Commitments equal to at least 50% of the Revolving Commitments in effect immediately prior to the Extension Date consent to a requested extension not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to (i) the representations and warranties of the Borrower contained in Article V and the other Loan Documents are true and IV being correct on and as of the Extension Effective date of such extension of the Maturity Date, except to the extent that such representations before and warranties specifically refer to an earlier dateafter giving effect thereto, in which case they are true as though made on and correct as of such earlier date, (ii) no Default or Event of Default having occurred and except that being continuing on the Extension Date and (iii) execution of a consent by the Extending Lenders, Assuming Lenders and the Borrower, the Maturity Date then in effect shall be extended for purposes the additional one-year period as described in subsection (a) of this Section 2.142.23, and all references in this Agreement, and in the representations Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to each Assuming Lender for such Extension Date, refer to the most recent statements furnished pursuant to subsections (a) and (b)Maturity Date as so extended. Promptly following each Extension Date, respectively, of Section 6.01, and (B) no Default exists. The Borrower the Agent shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all notify the Lenders effective as (including, without limitation, each Assuming Lender) of the Extension Effective Dateextension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Revolving Credit Facility (Nordstrom Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto any anniversary of the Sixth Amendment Effective Date, the Maturity Date then in effectUS Borrower, the Borrower mayby written notice (each, upon notice an “Extension Notice”) to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then scheduled expiration; provided that in effect. Within 30 days no event shall (i) the US Borrower make more than two (2) such requests during the term of delivery of such noticethis Agreement, each Lender shall notify (ii) there be more than three (3) separate Maturity Dates at any time and (iii) the Administrative Agent whether or not it consents to such extension (which consent may Maturity Date be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionextended beyond November 20, 2021. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days following the date of such Extension Notice, notify the US Borrower and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the US Borrower in writing of its consent to any such request for extension of the Maturity Date within 20 days following the date of such Extension Notice, or is such Lender shall be deemed to have declined, to consent be a Non-Extending Lender with respect to such extension, request. The Administrative Agent shall notify the US Borrower may cause any not later than 15 days prior to the applicable anniversary date (or such Lender to be replaced later time as a Lender pursuant to Section 10.16agreed between the US Borrower and the Administrative Agent) of the decision of the Lenders regarding the US Borrower’s request for an extension of the Maturity Date. (b) The If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.10, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (each, an “Extension Date”), be extended for one year; provided that on each Extension Date, the conditions set forth in Section 6.2 shall be satisfied. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.10, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.10, be extended only as to those Lenders that so consented (each an “Extending Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.10 and the Revolving Credit Commitment of such Non-Extending Lender is not assumed in accordance with subsection (c) of this Section 2.10 on or prior to the applicable Extension Date, each Revolving Credit Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the US Borrower, such Non-Extending Lender or any other Person. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the US Borrower for any requested extension of the Maturity Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.10, the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date (or such later time as agreed between the US Borrower and the Administrative Agent) of the amount of the Non-Extending Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Administrative Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Extending Lenders, such Revolving Credit Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the US Borrower and the Administrative Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remain any Revolving Credit Commitments of Non-Extending Lenders, the US Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (each, an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Revolving Credit Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) such assignment or substitution shall (A) be in accordance with and subject to the restrictions contained in, and consents required by, Section 15.11 and (B) not conflict with Applicable Law; and (ii) such Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9) from the Assuming Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts). At least five (5) Business Days prior to any Extension Date (or such later time as agreed between the US Borrower and the Administrative Agent), (A) each such Assuming Lender, if any, shall have delivered to the US Borrower and the Administrative Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the US Borrower and the Administrative Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the US Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.10 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Extending Lender. Upon receipt of the executed Assignment and Assumption referenced in clause (A) above and the payment or prepayment of all Lenders amounts referred to in clauses (i) and (ii) above, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any replacements assignments or assumptions pursuant to subsection (c) of this Section 2.10) Lenders permitted hereinhaving Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than three (3) Business Days prior to such Extension Date (or such later time as agreed between the "Consenting Lenders") have consented thereto. If so extendedUS Borrower and the Administrative Agent), the Maturity DateAdministrative Agent shall so notify the US Borrower, as and, subject to (i) the Consenting Lenderssatisfaction of the conditions in Section 6.2 and (ii) the written consent of the Borrower, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.10, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being the "as so extended. Promptly following each Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of shall notify the Lenders (including, without limitation, each Loan Party dated as Assuming Lender) of the Extension Effective extension of the scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying effect immediately prior thereto and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) shall thereupon record in the case of Register the Borrower, certifying that, before relevant information with respect to each such Extending Lender and after giving effect to each such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAssuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Pool Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 45 days prior to, the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to a date 364 days from the same date Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.)

Appears in 1 contract

Samples: 364 Day Credit Agreement (Oneok Inc /New/)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effect, the Borrower The Corporation may, upon by notice to the Administrative Agent (which shall promptly notify the Lenders) not less than 45 days and not more than 90 days prior to each of the first, second and third anniversaries of the Fourth Amendment Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such Lender’s Maturity Date to the date (the “New Maturity Date”) that is one year after the Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a oneBusiness Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (i) whether or not such Lender agrees to such extension of its Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”); and (ii) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment(s) (each Lender so offering to increase its Commitment(s) being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Revolving Commitment and Sub-year Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). (b) Each Lender that determines not to extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or before the Consent Date shall be deemed to be a Non-Extending Lender and (without limiting the Corporation’s rights under this Section 1.20) shall have no liability to the Corporation in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the Corporation of each Lender’s determination under this Section 1.20(a) no later than the date 15 days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). (i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Maturity Date of each Lender shall be extended to the New Maturity Date, and the respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 1.20; provided that any extension of the Maturity Date then pursuant to this Section 1.20 shall only occur if no Event of Default or Specified Default is existing on the Consent Date and all representations and warranties contained herein and in effect. Within 30 days the other Credit Documents shall be true and correct in all material respects (or, as to any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) with the same effect as though such representations and warranties had been made on the Consent Date (it being understood and agreed that any representation or warranty which by its terms is made as of delivery a specified date shall be required to be true and correct in all material respects (or, as to any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) only as of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretionspecified date). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (bii) The Maturity Date If and only if the sum of (x) the aggregate amount of the Revolving Loan Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be extended only if all Lenders equal to at least 50% of the then current amount of Total Revolving Loan Commitments, then: (after giving effect to any replacements A) effective as of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extendedConsent Date, the Maturity Date, as to the Consenting Lenders, Date of each Extending Lender shall be extended to the same date in the following year, effective as of the New Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and ; (B) the Corporation shall (so long as no Event of Default exists. The Borrower or Specified Default shall prepay any Committed Loans outstanding have occurred and be continuing) have the right, but not the obligation, to take either of the following actions with respect to each Non-Extending Lender during the period commencing on the Extension Effective Consent Date (and pay any additional amounts required pursuant to Section 3.05) to ending on the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective immediately succeeding Anniversary Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.:

Appears in 1 contract

Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, to the Maturity Date then in effectfirst and second anniversary dates (each an "Extension Option Date") of the Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to declined such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any a Lender declines, or is deemed to have declined, to consent to such extension, (i) the Borrower may cause any replace such Lender to be replaced as a Lender pursuant to in compliance with the terms and conditions of Section 10.16, or (ii) in the absence of such replacement, upon the withdrawal of such Lender, the Aggregate Commitments shall be reduced permanently by the amount of the withdrawing Lender's Commitment and in such case each remaining Lender's Pro Rata Share of the Aggregate Commitments shall be adjusted to reflect its new Pro Rata Share of the Aggregate Commitments. (b) The Maturity Date shall be extended only if all Lenders holding at least 51% of the then existing Aggregate Commitments (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the then existing Maturity Date ("Extension Effective Date"), as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of such immediate anniversary date of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Closing Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective new Maturity Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Extension Effective Option Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the applicable Extension Effective Option Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existshas occurred and is continuing. Such certificate shall also be delivered by Borrower to the Administrative Agent on each Extension Effective Date as an additional condition precedent to each such extension. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Cec Entertainment Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 45 days prior to, the Maturity Date then in effectfirst and second anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Stated Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Stated Maturity Date shall be extended only if all Lenders holding at least 66-2/3% of the Aggregate Commitments (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date Stated Maturity Date then in the following yeareffect, effective as of the Stated Maturity Date then in effect (such existing Stated Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and extension, (ii) certifying that the terms of any outstanding Permitted Preferred Trust Securities and Permitted Subordinated Trust Indebtedness are in compliance with the requirement set forth in the case definitions of "Permitted Preferred Trust Securities" and "Permitted Subordinated Trust Indebtedness" herein contained, (iii) certifying that the Borrowerterms of any Permitted Affiliate Subordinated Indebtedness are in compliance with the requirements set forth in the definition of "Permitted Affiliate Subordinated Indebtedness" herein contained, and (iv) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.13 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to repay Loans of Lenders who have not consented to the extension and to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. Prior to the Extension Effective Date, the Borrower may withdraw its election pursuant to this Section 2.12, and if the Borrower makes such withdrawal, the Extension Effective Date will not occur; and in such case the Borrower may exercise the Term-Out option set forth in Section 2.13, subject to compliance with the time periods and other requirements set forth therein. (c) This Section shall supersede any provisions in Section 2.13 2.11 or 10.01 to the contrary.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Citgo Petroleum Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, the Maturity Date then in effectDate, the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year single extension of the Maturity Date then in effectby an additional 364 days. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent responses to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16request. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated after giving effect to any replacements of Non-Extending Lenders permitted herein) (the "Consenting Lenders"pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of which is 364 days after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension and extension, specifying the Extension Effective Date and the new Maturity Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of each Loan Party such Obligor dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Obligor (i) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, that (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and in the other Loan Documents made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (B) as of the Extension Effective Date, both before and immediately after giving effect to such earlier dateextension, no Default or Event of Default has occurred and is continuing, and except that for purposes (C) as of the Extension Effective Date, there has been no material adverse change, since the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent pursuant to Section 7.01(b), in the financial condition, business or operations of WIL-Switzerland and its Subsidiaries, taken as a whole. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.142.18, each Non-Extending Lender that has not been replaced by another Lender pursuant to Section 4.03 prior to the representations applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the "Existing Maturity Date"), and warranties contained in subsections (a) and (b) of Section 5.05 references herein to the "Maturity Date", as to such Non-Extending Lender, shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b)Existing Maturity Date. On the Existing Maturity Date, respectively, of Section 6.01, and (B) no Default exists. The the Borrower shall (i) prepay any Committed Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 3.052.13) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: 364 Day Term Loan Agreement (Weatherford International Ltd./Switzerland)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not At any time not earlier than 90 days prior to, January 31st of each year nor later than 60 days prior toFebruary 28th of each year, Kinross Canada may, by written request to the Administrative Agent (the "EXTENSION REQUEST"), request that this agreement be amended to extend the then current Maturity Date to a date one year later than the then current Maturity Date. A copy of the Extension Request shall be provided by the Administrative Agent to each of the Lenders in effect, the Borrower accordance with Section 14.18. Each Lender may, upon in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent (which shall promptly notify the Lenders"EXTENSION RESPONSE NOTICE"), request a one-year extension of not later than 25 days prior to date which is two years prior to the then current Maturity Date then in effect(the "EXTENSION RESPONSE PERIOD"), approve or decline the Extension Request. Within 30 days of delivery of If any Lender does not provide an Extension Response Notice within the Extension Response Period, such notice, each Lender shall notify be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Kinross Canada and the Lenders of such approval and confirm the Lenders' responsesnew Maturity Date, which new Maturity Date shall become effective on and from the then current Maturity Date. If any Lender declines, or is deemed to have declined, to consent to such extensionthe Majority Lenders do not approve the Extension Request, the Borrower may cause any such Lender to Administrative Agent shall notify Kinross Canada and the Lenders and the Maturity Date shall not be replaced as a Lender pursuant to Section 10.16extended. (b) The Maturity Date shall be extended only if If the Majority Lenders but less than all of the Lenders (after giving effect to any replacements of Lenders permitted herein) approve the Extension Request within the Extension Response Period (the "Consenting LendersAPPROVING LENDERS"), the following shall apply: (i) On or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the "ACQUISITION REQUEST NOTICE") to Kinross Canada and each Lender identifying the Approving Lenders and Lender or Lenders that have consented thereto. If so extendeddeclined or are deemed to have declined the Extension Request (the "DECLINING LENDERS") and their respective Individual Commitments. (ii) Any Approving Lender may, at its option, acquire all or any portion of the Maturity Date, as rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the "AVAILABLE AMOUNT") by giving written notice to the Consenting Lenders, shall be extended to the same date in the following year, effective as Administrative Agent (an "ACQUISITION NOTICE") of the Maturity Date then in effect portion of the Available Amount which it is prepared to acquire (such existing Maturity Date being the "Extension Effective DateDESIRED ACQUISITION AMOUNT"). The Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the "ACQUISITION DEADLINE"). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the Borrower aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall promptly confirm be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to Kinross Canada and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is two years prior to the Lenders such extension and then current Maturity Date (without giving effect to the Extension Effective DateRequest) in accordance with the procedures set out in Section 15.5(c). As a condition precedent to such extensionIf the Available Amount is not completely acquired by the Approving Lenders, the Borrower shall deliver Borrowers may locate other Persons ("SUBSTITUTE LENDERS") who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lender, acting reasonably, and who acquire all or a certificate of each Loan Party dated as portion of the Extension Effective balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then current Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after without giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except Request) in accordance with the procedures set out in Section 15.5(c). Any outstanding credit extended by the Declining Lenders to the extent that such representations Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall remain outstanding hereunder subject to the terms and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 conditions hereof but shall be deemed to refer repaid by the Borrowers to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding Declining Lender in full on the Extension Effective then current Maturity Date (and pay any additional amounts required pursuant to Section 3.05) without giving effect to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateRequest). (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Kinross Gold Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 45 days prior to, the Maturity Date then in effectto any anniversary date of this Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting “Extending Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date which is one year after the Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.22(c)(iii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a condition precedent to result of such extension; (ii) on and as of the Extension Effective Date, the representations and warranties contained in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) both before and after giving effect to the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the secretary or assistant secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of each Loan Party signed by an authorized officer dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V III and the other Loan Documents made by it are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.015.01, (2) before and after giving effect to such extension no Default exists or will exist, and (B3) no Default exists. event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 5.01(a) and (b) that has had, or could reasonably be expected to have, a Material Adverse Effect; (iv) The Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of LC Exposure and Swingline Exposure shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.22(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentage (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate outstanding amount of the Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the LC Exposure and Swingline Exposure, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the LC Exposure to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv), the total Credit Exposure exceeds the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Applicable Percentage of the LC Exposure (after giving effect to any partial reallocation pursuant to the preceding clause (v)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in Letters of Credit with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 2.19(c). (e) This Section shall supersede any provisions in Section 2.13 2.10(a) or 10.01 9.02(b) to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Ultra Petroleum Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior to, the Maturity Date then in effectOn each anniversary of this Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all of the Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents VII made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as after giving effect to such extension no Event of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Default exists or will exist, and (BC) no Default exists. The Borrower since (1) the most immediately preceding June 30 and (2) prior to the date thirty (30) days preceding such Extension Effectiveness Date, whichever shall prepay any Committed Loans outstanding later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a Material Adverse Effect on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Teton Energy Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the U.S. Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the U.S. Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the The U.S. Borrower may cause any such Lender to be replaced as a Lender not extend the Maturity Date pursuant to this Section 10.164.08 more than two times. (b) The Maturity Date shall be extended only if all Lenders holding more than 50% of the Aggregate Commitments (after calculated excluding Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect date of such extension by the Consenting Lenders (such existing Maturity Date effective date being the "Extension Effective Date"). The Administrative Agent and the U.S. Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the U.S. Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted that such extension has been duly authorized by such Loan Party approving or consenting to such extension and (ii) in the case of the each Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V 7 and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as of after giving effect to such earlier dateextension no Default exists or will exist, and except that for purposes (C) no event has occurred since the date of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished of the U.S. Borrower delivered pursuant to subsections (aSection 8.02(a) and (b)that has had, respectivelyor could reasonably be expected to have, of Section 6.01, and (B) no Default existsa Material Adverse Effect. The U.S. Borrower shall prepay any U.S. Committed Loans outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 3.055.05) to the extent necessary to keep outstanding U.S. Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of such Maturity Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Date. (c) This Section shall supersede Maturity Date with respect to any provisions in Section 2.13 or 10.01 Lender that did not consent to the contrary.an extension of such Maturity Date pursuant to

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 60 days prior to, nor later than 60 45 days prior to, the Revolving Maturity Date applicable to a Borrower then in effect, the such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a one364-year day extension of the Revolving Maturity Date applicable to such Borrower then in effect. Within 30 days of delivery of such notice, each appropriate Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.169.16. The applicable Borrower shall be deemed to have withdrawn any request to extend the Revolving Maturity Date applicable to such Borrower if it delivers or is required to deliver a notice of election to convert the Loans to Term Loans pursuant to Section 2.13(c). (b) The Revolving Maturity Date applicable to a Borrower shall be extended only if all appropriate Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Revolving Maturity DateDate applicable to such Borrower, as to the Consenting Lenders, shall be extended to a date 364 days from the same date Revolving Maturity Date applicable to such Borrower then in the following yeareffect, effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the "Revolving Extension Effective Date"). The Administrative Agent and the applicable Borrower shall promptly confirm to the Lenders such extension and the Revolving Extension Effective Date. As a condition precedent to such extension, the applicable Borrower shall deliver to the Administrative Agent a certificate of each Loan Party such Borrower dated as of the Revolving Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.1, and (B) no Default with respect to such Borrower exists. The applicable Borrower shall prepay any Committed Loans outstanding on the Revolving Extension Effective Date (and pay any additional 25 amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders Lenders. (c) Not later than 30 days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert the Loans made to such Borrower into term Loans payable on the date (the "Term Maturity Date") one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurodollar Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the "Term Extension Effective Date"), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (a) may not be reborrowed once repaid, (b) may be converted from Base Rate Loans to Eurodollar Rate Loans and from Eurodollar Rate Loans to Base Rate Loans, and (c) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (i) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (ii) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date. (cd) This Section shall supersede any provisions in Section 2.13 2.12 or 10.01 Section 9.1 to the contrary.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 45 days prior to, each anniversary of the Maturity Date then in effectClosing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.1611.17. (b) The Maturity Date shall be extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity anniversary of the Closing Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (a) and (b) and subsection (d), respectively, of Section 6.017.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions in Section 2.13 2.11 or 10.01 11.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Delphi Financial Group Inc/De)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 60 sixty (60) days prior to, to the Maturity Date then in effectDate, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (after calculated prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting “Extending Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date which is one year after the Maturity Date then in the following yeareffect, effective as of the Maturity Date then in effect date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As . (c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a condition precedent to result of such extensionextension (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); (ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of each Loan Party the Borrower dated as of the Extension Effective Date certifying that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, 6.1 and (B2) before and after giving effect to such extension no Default exists. The exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be); (iii) the Borrower shall prepay pay any Committed Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) on the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) if the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate. (cd) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) Notwithstanding anything contained in this Section 2.17 and not in limitation of any right of the L/C Issuer or Swingline Lender contained in Section 10.1 or otherwise, the Letter of Credit Expiration Date shall not be extended from that in effect at the Closing Date without the prior written consent of the L/C Issuer and the Maturity Date, as applied to any Swingline Loan, shall not be extended from that in effect at the Closing Date without the consent of the Swingline Lender. (f) This Section shall supersede any provisions in Section 2.13 2.6 or 10.01 10.1 to the contrary.

Appears in 1 contract

Samples: Revolving Credit Agreement (Philadelphia Energy Solutions Inc.)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 days prior toThe Borrower may request the Lender to extend the Initial Maturity Date of the Facility for an additional three (3) Months (such extended date, the “Extended Maturity Date”) by written notice, substantially in the form of Schedule 5 (Form of Extension Notice) (such notice, the “Extension Notice”) to the Lender at least ten (10) Business Days prior to the Initial Maturity Date then in effect, and such extension will become automatically effective on the Borrower may, upon Initial Maturity Date so long as: (i) no Default has occurred on or prior to and is continuing on the date of the delivery of the Extension Notice and the Initial Maturity Date; and (ii) the Lender has not provided notice to the Administrative Agent Borrower in writing, at least five (which shall promptly notify 5) Business Days prior to the Lenders)Initial Maturity Date, request a one-year extension of that the Maturity Date then in effectrelevant Extension Notice has been rejected. Within 30 days of delivery of such notice, each The Extension Notice once delivered to the Lender shall notify be irrevocable and binding on the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16Borrower. (b) The Borrower may request the Lender to extend the Extended Maturity Date shall be of the Facility for an additional three (3) Months (such extended only if all Lenders (after giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extendeddate, the “Further Extended Maturity Date”) by written notice, substantially in the form of the Extension Notice to the Lender at least ten (10) Business Days prior to the Extended Maturity Date and such extension will become automatically effective on the Extended Maturity Date so long as: (i) no Default has occurred on or prior to and is continuing on the date of the delivery of the Extension Notice and the Extended Maturity Date; and (ii) the Lender has not provided notice to the Borrower in writing, at least five (5) Business Days prior to the Initial Maturity Date, as that the relevant Extension Notice has been rejected. The Extension Notice(s) once delivered to the Consenting Lenders, Lender shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent irrevocable and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of binding on the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. (c) This Section The Lender shall supersede promptly notify the Borrower of any provisions in Section 2.13 or 10.01 extension effected pursuant to the contrarythis Clause 6.2 (Extension of Maturity Date).

Appears in 1 contract

Samples: Facility Agreement (Huang Jianjun)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 At least 45 days prior to, nor later but not more than 60 days prior toto any anniversary of the Closing Date, but not more than twice prior to the Maturity Date, the Maturity Date then in effectBorrowers, the Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower Borrowers and the Lenders of the Lenders' responsesAdministrative Agent in writing as to whether such Lender will consent to such extension. If any Lender declinesshall fail to notify the Administrative Agent and the Borrowers in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, or is such Lender shall be deemed to have declined, to consent be a Non-Consenting Lender with respect to such extension, request. The Administrative Agent shall notify the Borrower may cause any such Lender Borrowers not later than 15 days prior to be replaced as a Lender pursuant to Section 10.16the applicable anniversary date of the decision of the Lenders regarding the Borrowers’ request for an extension of the Maturity Date. (b) The If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date (x) the representations and warranties in Article III shall be true and correct and (y) no Default shall have occurred and be continuing. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended only for one year as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrowers for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrowers and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Credit Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all Lenders additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.04(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrowers and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrowers and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrowers and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any promissory note held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Credit Agreement and shall be a Lender for all purposes of this Credit Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than the obligation under Section 8.10) shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any replacements assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders permitted herein) (having Commitments equal to at least 50% of the "Consenting Lenders") Commitments in effect immediately prior to the Extension Date have consented thereto. If so extendedin writing to a requested extension (whether by notice as contemplated in subsection (a) of this Section 2.20, or by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Borrowers, as and, subject to (x) the Consenting Lendersrepresentations and warranties in Article III being true and correct and (y) no Default shall have occurred and be continuing, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.20, and all references in this Credit Agreement, and in the promissory notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such existing Extension Date, refer to the Maturity Date being the "as so extended. Promptly following each Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of shall notify the Lenders (including, without limitation, each Loan Party dated as Assuming Lender) of the Extension Effective extension of the scheduled Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying effect immediately prior thereto and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) shall thereupon record in the case of Register the Borrower, certifying that, before relevant information with respect to each such Consenting Lender and after giving effect to each such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective DateAssuming Lender. (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Medtronic Inc)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 75 days prior to, nor later than 60 30 days prior to, the Initial Maturity Date then in effectand each anniversary of the Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all the Required Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the "Lenders that so consent being the “Consenting Lenders") have consented thereto” and the Lenders that do not consent being the “Non-Consenting Lenders”). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Effective Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents III made by it are true and correct on and as of the Extension Effective Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct after giving effect to such extension no Default exists or will exist as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Extension Confirmation Date, and (BC) since December 31, 2010, no Default existsevent, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lenders effective as of the Extension Effective Date. (c) This Section shall supersede any provisions ; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13 or 10.01 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the contraryamount of such participations.

Appears in 1 contract

Samples: Revolving Credit Agreement (Valero Energy Corp/Tx)

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 60 30 days prior to, each anniversary of the Maturity Date then in effectEffective Date, the US Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's ’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if all Lenders holding more than 50% of the Aggregate Commitments (after calculated excluding Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the Maturity Date then in effect date of such extension by the Consenting Lenders (such existing Maturity Date effective date being the "Extension Effective Date"). The Administrative Agent and the US Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the US Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted that such extension has been duly authorized by such Loan Party approving or consenting to such extension and (ii) in the case of the each Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true (B) before and correct as of after giving effect to such earlier dateextension no Default exists or will exist, and except that for purposes (C) no event has occurred since the date of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished of the US Borrower delivered pursuant to subsections (aSection 8.02(a) and (b)that has had, respectivelyor could reasonably be expected to have, of Section 6.01, and (B) no Default existsa Material Adverse Effect. The US Borrower shall prepay any US Committed Loans outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 3.055.05) to the extent necessary to keep outstanding US Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of such Maturity Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of such Maturity Date. (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.08, the US Borrower shall have the right to replace such Lender in accordance with Section 12.17. (d) This Section shall supersede any provisions in Section 2.13 4.06 or 10.01 12.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Devon Energy Corp/De)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!