Common use of Extension of Revolver Termination Date Clause in Contracts

Extension of Revolver Termination Date. The Borrower may request -------------------------------------- a one-year extension of the Revolver Termination Date then in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall notify the Banks of the receipt of such ----------------- request and each Bank shall give notice in writing to the Agent not less than fourteen months prior to the Revolver Termination Date of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver Termination Date that they accept such request, the Revolver Termination Date shall be extended for one year. If any Bank shall not have notified the Agent on or prior to the date which is fourteen months prior to the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000.

Appears in 1 contract

Samples: Revolving Credit Agreement (Security Capital Atlantic Inc)

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Extension of Revolver Termination Date. The Borrower At least 30 but not more than 45 days prior to the next Revolver Termination Date, the Borrower, by written notice to the Agent, may request -------------------------------------- a one-year extension of that the Revolver Termination Date be extended for a period of 364 days from its then current scheduled expiration. The Agent shall promptly notify each A Lender of such request, and each A Lender shall in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months turn, within 20 days prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall Date, notify the Banks of Borrower and the receipt of Agent in writing regarding whether such ----------------- request A Lender will consent to such extension. If, and each Bank shall give notice only if, (i) the Majority A Lenders consent in writing to the Agent not less than fourteen months such extension prior to the tenth day preceding such Revolver Termination Date and (ii) the Majority LC Lenders and the Issuing Bank consent to an extension of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver LC Termination Date that they accept such requestpursuant to Section 3.11, the Revolver Termination Date shall be so extended for one yearsuch 364-day period and references herein to the "Revolver Termination Date" shall refer to such "Revolver Termination Date" as so extended. If any Bank A Lender shall not have notified fail to deliver such notice to the Borrower and the Agent as provided above (each such A Lender being a "Declining A Lender"), such Declining A Lender shall be deemed not to have consented to any requested extension, such Declining A Lender's A Commitment shall terminate on or prior the scheduled Revolver Termination Date and on such scheduled Revolver Termination Date, the Borrower shall repay in full the principal amount of A Advances owing to such Declining A Lender, together with accrued interest thereon to the date of payment of such principal amount, all fees payable to such Declining A Lender and all other amounts payable to such Declining A Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.12, any indemnification for Taxes or Other Taxes under Section 4.02, and any amounts which may be required to be paid by the Borrower pursuant to Section 10.04(b)). It is fourteen months prior understood that no A Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000Date.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Extension of Revolver Termination Date. The Borrower At least 30 but not more than 45 days prior to the next Revolver Termination Date, the Borrower, by written notice to the Agent, may request -------------------------------------- a one-year extension of that the Revolver Termination Date be extended for a period of 364 days from its then current scheduled expiration. The Agent shall promptly notify each A Lender of such request, and each A Lender shall in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months turn, within 20 days prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall Date, notify the Banks of Borrower and the receipt of Agent in writing regarding whether such ----------------- request A Lender will consent to such extension. If, and each Bank shall give notice only if, (i) the Majority A Lenders consent in writing to the Agent not less than fourteen months such extension prior to the tenth day preceding such Revolver Termination Date and (ii) the Majority LC Lenders and the Issuing Bank consent to an extension of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver LC Termination Date that they accept such requestpursuant to Section 3.11, the Revolver Termination Date shall be so extended for one yearsuch 364-day period and references herein to the "Revolver Termination Date" shall refer to such "Revolver Termination Date" as so extended. If any Bank A Lender shall not have notified fail to deliver such notice to the Borrower and the Agent as provided above (each such A Lender being a "Declining A Lender"), such Declining A Lender shall be deemed not to have consented to any requested extension, such Declining A Lenders' A Commitments shall terminate on or prior the scheduled Revolver Termination Date and on such scheduled Revolver Termination Date, the Borrower shall repay in full the principal amount of A Advances owing to such Declining A Lender, together with accrued interest thereon to the date of payment of such principal amount, all fees payable to such Declining A Lender and all other amounts payable to such Declining A Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.12, any indemnification for Taxes or Other Taxes under Section 4.02, or any amounts which may be required to be paid by the Borrower pursuant to Section 10.04(b)). It is fourteen months prior understood that no A Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000Date.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Extension of Revolver Termination Date. The Borrower At least 45 but not more -------------------------------------- than 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Agent, may request -------------------------------------- a one-year extension of that the Revolver Termination Date be extended one calendar year from its then in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months prior to such Revolver Termination Date (a "Request to Extend")current scheduled expiration. The Agent shall promptly notify each A Lender of such request, and each A Lender shall in turn, within 30 days prior to such next Anniversary Date, notify the Banks of Borrower and the receipt of Agent in writing regarding whether such ----------------- request A Lender will consent to such extension. If, and each Bank shall give notice only if, the Majority Lenders consent in writing to the Agent not less than fourteen months such extension prior to the Revolver Termination Date of tenth Business Day preceding such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver Termination Date that they accept such requestnext Anniversary Date, the Revolver Termination Date shall be so extended for one yearcalendar year and references herein to the "Revolver Termination Date" shall refer to such "Revolver Termination Date" as so extended. If any Bank A Lender does not consent to any requested extension or any A Lender shall not have notified fail to deliver such notice to the Borrower and the Agent as provided above, in which event such A Lender shall be deemed not to have consented, (each such A Lender being a "Declining A Lender"), such Declining A Lenders' A Commitments shall terminate on or prior the scheduled Revolver Termination Date then in effect for such Declining A Lender, and on such scheduled Revolver Termination Date the Borrower shall repay in full the principal amount of A Advances owing to such Declining A Lender, together with accrued interest thereon to the date of payment of such principal amount, all fees payable to such Declining A Lender and all other amounts payable to such Declining A Lender under this Agreement (including, but not limited to any increased costs or other additional amounts owing under Section 2.12, any indemnification for Taxes or Other Taxes under Section 3.02, or any amounts which may be required to be paid by the Borrower pursuant to Section 9.04(b)). It is fourteen months prior understood that no A Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000Date.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Extension of Revolver Termination Date. The Borrower At least 30 but not -------------------------------------- more than 45 days prior to the next Revolver Termination Date, the Borrower, by written notice to the Agent, may request -------------------------------------- a one-year extension of that the Revolver Termination Date be extended for a period of 364 days from its then current scheduled expiration. The Agent shall promptly notify each A Lender of such request, and each A Lender shall in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months turn, within 20 days prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall Date, notify the Banks of Borrower and the receipt of Agent in writing regarding whether such ----------------- request A Lender will consent to such extension. If, and each Bank shall give notice only if, (i) the Majority A Lenders consent in writing to the Agent not less than fourteen months such extension prior to the tenth day preceding such Revolver Termination Date and (ii) the Majority LC Lenders and the Issuing Bank consent to an extension of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver LC Termination Date that they accept such requestpursuant to Section 3.12, the Revolver Termination Date shall be so extended for one yearsuch 364-day period and references herein to the "Revolver Termination Date" shall refer to such ------------------------- "Revolver Termination Date" as so extended. If any Bank A Lender does not consent to ------------------------- any requested extension or any A Lender shall fail to deliver such notice to the Borrower and the Agent as provided above, in which event such A Lender shall be deemed to not have notified consented, (each such A Lender being a "Declining A Lender"), ------------------ such Declining A Lender's A Commitment shall terminate on the Agent scheduled Revolver Termination Date and on or prior such scheduled Revolver Termination Date, the Borrower shall repay in full the principal amount of A Advances owing to such Declining A Lender, together with accrued interest thereon to the date of payment of such principal amount, all fees payable to such Declining A Lender and all other amounts payable to such Declining A Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.12, any indemnification for Taxes or Other Taxes under Section 4.02, and any amounts which may be required to be paid by the Borrower pursuant to Section 10.04(b)). It is fourteen months prior understood that no A Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000Date.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

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Extension of Revolver Termination Date. The Borrower may request -------------------------------------- a one-year extension of the Revolver Termination Date then in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months sixty (60) days prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall notify the Banks of the receipt of such ----------------- request and each Bank shall give notice in writing to the Agent not less than fourteen months thirty (30) days prior to the Revolver Termination Date of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months thirty (30) days prior to the Revolver Termination Date that they accept such request, the Revolver Termination Date shall be extended for one year. If any Bank shall not have notified the Agent on or prior to the date which is fourteen months thirty (30) days prior to the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty ten (4010) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000.. In the event the Borrower elects the option set forth in clause (i) above, the assignment shall occur pursuant to the terms of a Transfer Supplement in substantially

Appears in 1 contract

Samples: Revolving Credit Agreement (Security Capital Atlantic Inc)

Extension of Revolver Termination Date. The Borrower At least 30 but -------------------------------------- not more than 45 days prior to the next Revolver Termination Date, the Borrower, by written notice to the Agent, may request -------------------------------------- a one-year extension of that the Revolver Termination Date be extended for a period of 364 days from its then current scheduled expiration. The Agent shall promptly notify each A Lender of such request, and each A Lender shall in effect by delivering a written request therefor to the Agent not more than sixteen months or less than fifteen months turn, within 20 days prior to such Revolver Termination Date (a "Request to Extend"). The Agent shall Date, notify the Banks of Borrower and the receipt of Agent in writing regarding whether such ----------------- request A Lender will consent to such extension. If, and each Bank shall give notice only if, (i) the Majority A Lenders consent in writing to the Agent not less than fourteen months such extension prior to the tenth day preceding such Revolver Termination Date and (ii) the Majority LC Lenders and the Issuing Bank consent to an extension of such Bank's acceptance or rejection of such request. If all the Banks shall have notified the Agent on or prior to the date which is fourteen months prior to the Revolver LC Termination Date that they accept such requestpursuant to Section 3.12, the Revolver Termination Date shall be so extended for one yearsuch 364-day period and references herein to the "Revolver Termination Date" shall refer to such ------------------------- "Revolver Termination Date" as so extended. If any Bank A Lender does not consent to -------------------------- any requested extension or any A Lender shall fail to deliver such notice to the Borrower and the Agent as provided above, in which event such A Lender shall be deemed to not have notified consented, (each such A Lender being a "Declining A Lender"), ------------------ such Declining A Lender's A Commitment shall terminate on the Agent scheduled Revolver Termination Date and on or prior such scheduled Revolver Termination Date, the Borrower shall repay in full the principal amount of A Advances owing to such Declining A Lender, together with accrued interest thereon to the date of payment of such principal amount, all fees payable to such Declining A Lender and all other amounts payable to such Declining A Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.12, any indemnification for Taxes or Other Taxes under Section 4.02, and any amounts which may be required to be paid by the Borrower pursuant to Section 10.04(b)). It is fourteen months prior understood that no A Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Revolver Termination Date that it accepts such request, the Revolver Termination Date shall not be extended. The Agent shall notify the Borrower whether the Request to Extend has been accepted or rejected as well as which Bank or Banks rejected the Borrower's Request to Extend (each such Bank a "Rejecting Bank"). -------------- Notwithstanding the preceding paragraph, within forty (40) days after notification from the Agent that the Request to Extend has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments ------------------- of the Rejecting Banks do not exceed 20% of the total aggregate amount of Commitments then outstanding, the Borrower may by written notice to the Agent and any Rejecting Bank exercise either or a combination of the following options: (i) require any Rejecting Bank to assign all of its rights and obligations under this Agreement, the Notes and the other Loan Documents to any transferee selected by the Borrower and approved by the Agent (a "Transferee"), ---------- or (ii) prepay the entire amount of the outstanding Loan from each such Rejecting Bank, in which case each such Rejecting Bank's Commitment shall be $0, in each of clause (i) and (ii) pursuant to the terms and conditions set forth below. Notwithstanding the foregoing, however, in no event the aggregate of all Commitments of all Banks (including any Transferee pursuant to clause (i) above) shall be less than $280,000,000Date.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

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