Common use of Extension of Revolving Credit Commitment Termination Date Clause in Contracts

Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, the then current Revolving Credit Commitment Termination Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request an extension of the Revolving Credit Commitment Termination Date for each of the Lenders to the date 364 days after the Revolving Credit Commitment Termination Date then in effect; provided that in no event shall the Borrower be entitled to request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing or (ii) after the Borrower has elected to exercise the term conversion option described in Section 2.01(b). Within 15 days of delivery of such notice to the Lenders, 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 (a “Non-Extending Lender”), the Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Revolving Credit Commitment Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, more than 50% of the outstanding Commitments (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 the Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit Commitment Termination Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after the Revolving Credit Commitment Termination Date then in effect (such Revolving Credit Commitment Termination Date then in effect, the “Extension Effective Date”); provided, however, that notwithstanding anything to the contrary in the foregoing, the pre-existing Revolving Credit Commitment Termination Date shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. 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 (1) deliver to the Administrative Agent a certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) and (d) below. (c) On the Revolving Credit Commitment Termination Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 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 Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, 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 Commitment as in effect at such time; provided, however, that if such reallocation 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 and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower 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 this clause (c)) on a pro rata basis, and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Non-Extending Lender’s Revolving Credit Commitment Termination Date shall terminate. (d) 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 Revolving Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any 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 Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Revolving Credit Commitment Termination Date applicable to such L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Revolving Credit Commitment Termination Date applicable to it, and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 2 contracts

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

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Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, the then current Revolving Credit Commitment Termination Date, the Borrower The Company may, upon by notice to the Administrative Agent (who which shall promptly notify the Lenders), request an extension of the Revolving Credit Commitment Termination Date for each of the Lenders to the date 364 Banks) not less than 60 days after the Revolving Credit Commitment Termination Date then in effect; provided that in no event shall the Borrower be entitled to request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing or (ii) after the Borrower has elected to exercise the term conversion option described in Section 2.01(b). Within 15 days of delivery of such notice to the Lenders, 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 (a “Non-Extending Lender”), the Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Revolving Credit Commitment Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, more than 50% of the outstanding Commitments (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 the Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit Commitment Termination Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after the Revolving Credit Commitment Termination Date then in effect hereunder (such the "Original Revolving Credit Commitment Termination Date"), request that the Banks extend the Original Revolving Credit Commitment Termination Date then one year after such date or, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day (the "New Revolving Credit Commitment Termination Date"). Each Bank, acting in effectits sole discretion, the “Extension Effective Date”); providedshall, however, that notwithstanding anything by notice to the contrary in Company and the Administrative Agent given not later than the date 30 days prior to the Original Revolving Credit Commitment Termination Date, advise the Company whether or not such Bank agrees to such extension, which extension shall become effective if (and only if) all of the Banks agree thereto. Notwithstanding the foregoing, the pre-existing extension of the Original Revolving Credit Commitment Termination Date shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. The Administrative Agent be effective unless: (i) no Default shall have occurred and be continuing on each of the Borrower shall promptly confirm to date of the Lenders such extension and the Extension Effective Date. As a condition precedent to notice requesting such extension, and the Borrower shall (1) deliver to the Administrative Agent a certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, Original Revolving Credit Commitment Termination Date; (ii) certifying that, (A) before and after giving effect to such extension, each of the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to Company in Section 7 hereof and in the extent that such representations and warranties specifically refer to a different date, in which case they other Loan Documents shall be true and correct in all material respects on and as of each of the date of the notice requesting such date, extension and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) and (d) below. (c) On the Original Revolving Credit Commitment Termination Date applicable with the same force and effect as if made on and as of each 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 Company shall have delivered to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among Administrative Agent and the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 in accordance with their respective Pro Rata Shares (calculated without regard Banks, on or before the date five Business Days prior to the Non-Extending Lenders’ Commitments)Original Commitment Termination Date, but only evidence reasonably satisfactory to the extent Administrative Agent that the Company has duly authorized such reallocation does not cause, with respect extension; and (iv) the Company shall have delivered to any Consenting Lender or any Lender replacing the Administrative Agent and the Banks a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount certificate of a senior financial officer of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of Company dated 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 Commitment as in effect at such time; provided, however, that if such reallocation 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 and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower 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 this clause (c)) on a pro rata basis, and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Non-Extending Lender’s Original Revolving Credit Commitment Termination Date shall terminate. (d) 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 the effect of clauses (i) on the Revolving Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any 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 Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Revolving Credit Commitment Termination Date applicable to such L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Revolving Credit Commitment Termination Date applicable to it, and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Fidelity National Financial Inc /De/)

Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, the then current Revolving Credit Commitment Termination Date, the The Borrower may, upon by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days prior to the first anniversary of the Closing Date and not later than 30 days prior to the date of a proposed extension (each such date of such proposed extension, an “Extension Date”), request an extension of that each Lender extend such Lender’s Maturity Date to a date that is one year after the Revolving Credit Commitment Termination Maturity Date then in effect for each of such Lender (the Lenders “Existing Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date 364 that is 15 days after the Revolving Credit Commitment Termination Date then in effect; provided that in no event shall date on which the Borrower be entitled to Administrative Agent received the Borrower’s extension request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing or (ii) after the Borrower has elected to exercise the term conversion option described in Section 2.01(b“Lender Notice Date”). Within 15 days of delivery of such notice to the Lenders, each Lender shall notify advise the Administrative Agent whether or not it consents such Lender agrees to such extension (which consent may be given or withheld in such each Lender that determines to so extend its Maturity Date, an “Extending Lender’s sole and absolute discretion). Any Each Lender not responding within the above time period shall be deemed that determines 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 so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower may cause for extension of the Maturity Date. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.21 no later than the date that is 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day). (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Issuing Bank in accordance with the procedures provided in Section 2.19(b) (including the conditions in the proviso therein), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to be removed the restrictions contained in Section 10.04, with the Borrower or replaced as a replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to Section 10.15which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume 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). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (be) The Revolving Credit If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Maturity Date and the new or increased Commitments of any Additional Commitment Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, is more than 50% of the outstanding aggregate amount of the Commitments (calculated in effect immediately prior to giving effect to any removals and/or replacements the applicable Extension Date, then, effective as of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoapplicable Extension Date, with respect only to the Consenting Lenders and any Lender replacing a Non-Maturity Date of each Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit and of each Additional Commitment Termination Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after that has been requested by the Revolving Credit Borrower pursuant to (and approved in accordance with) this Section 2.21, and each Additional Commitment Termination Date then in effect Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (such Revolving Credit Commitment Termination Date then in effect, the “Extension Effective Date”); provided, however, that notwithstanding anything to the contrary in f) Notwithstanding the foregoing, the pre-existing Revolving Credit Commitment Termination any extension of any Maturity Date pursuant to this Section 2.21 shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. The Administrative Agent and the Borrower shall promptly confirm be subject to the Lenders such extension and satisfaction on the Extension Effective Date. As a condition precedent to such extension, Date of the Borrower shall conditions set forth in paragraphs (1a) deliver to and (b) of Section 4.02 and the Administrative Agent shall have received a certificate to that effect dated as of the Extension Effective Date (in sufficient copies for each Lender) signed and executed by a Responsible Financial Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if of the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) and (d) below. (cg) On the Revolving Credit Commitment Termination Maturity Date applicable to of each Non-Extending Lender, all or any part (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations Lender in accordance with Section 2.10 (and shall be reallocated among the Consenting Lenders and each Lender replacing a pay to such Non-Extending Lender pursuant to Section 10.15 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 Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, the aggregate Outstanding Amount all 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, other Obligations owing to exceed such Lender’s Commitment as in effect at such time; provided, however, that if such reallocation cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, it under this Agreement) and after giving effect to the reallocation and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower thereto 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 this clause (c)) on a pro rata basis, and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Non-Extending Lender’s Revolving Credit Commitment Termination Date shall terminate. (d) 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 Revolving Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Revolving Loans outstanding on the Extension Effective Date which were made to it such date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date respective Lenders effective as of such Letter of Credit would occur after date, and the Revolving Credit Commitment Termination Date applicable to such L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit Administrative Agent shall automatically terminate effective as administer any necessary reallocation of the Revolving Credit Commitment Termination Date applicable Exposures (without regard to itany minimum borrowing, and such L/C Issuer will have no further obligation to issue Letters of Credit under pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (fh) At any time that there is more than one Maturity Date, any Lender having a Maturity Date that is earlier than the latest Maturity Date may elect, in its sole discretion, to extend its Maturity Date to the latest Maturity Date then in effect by written agreement with the Borrower and the Administrative Agent. (i) This Section 2.14 2.21 shall supersede any provisions in Section 2.13 or Section 10.01 2.18 to the contrary. (j) Nothing in this Section 2.21 shall be construed to limit any amendment to extend the Maturity Date of any Lender that is otherwise permitted by Section 10.02.

Appears in 1 contract

Samples: Credit Agreement (Northrop Grumman Corp /De/)

Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, the then current Revolving Credit Commitment Termination Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request an extension of the Revolving Credit Commitment Termination Date for each of the Lenders to the date 364 days after the Revolving Credit Commitment Termination Date then in effect; provided that in no event shall the Borrower be entitled to request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing or (ii) after the Borrower has elected to exercise the term conversion option described in Section 2.01(b2.01 (b). Within 15 days of delivery of such notice to the Lenders, 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 (a “Non-Extending Lender”), the Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Revolving Credit Commitment Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, more than 50% of the outstanding Commitments (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 the Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit Commitment Termination Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after the Revolving Credit Commitment Termination Date then in effect (such Revolving Credit Commitment Termination Date then in effect, the “Extension Effective Date”); provided, however, that notwithstanding anything to the contrary in the foregoing, the pre-existing Revolving Credit Commitment Termination Date shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. 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 (1) deliver to the Administrative Agent a certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) and (d) below10. (c) On the Revolving Credit Commitment Termination Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 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 Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, 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 Commitment as in effect at such time; provided, however, that if such reallocation 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 and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower 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 this clause (c)) on a pro rata basis, and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Non-Extending Lender’s Revolving Credit Commitment Termination Date shall terminate. (d) 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 Revolving Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any 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 Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the Revolving Credit Commitment Termination Date applicable to such L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Revolving Credit Commitment Termination Date applicable to it, and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement

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Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, Notwithstanding anything herein to the then current Revolving Credit Commitment Termination Datecontrary, the Borrower may, upon may by written notice to the Administrative Agent and the Syndication Agent (who shall promptly notify a “Request for Extension”), at least ten Business Days prior to the Lenders)Termination Date in respect of the Revolving Credit Facility, request an extension to the existing Termination Date in respect of the Revolving Credit Commitment Facility; provided such extension shall in any event not be later than the Termination Date in respect of the Term B Facilities. Such notice shall specify the identity of each Lender or other Person that is an Eligible Assignee to whom the Borrower proposes any portion of such extended Revolving Credit Commitments to be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the extended revolving credit commitments (the “Extended Revolving Credit Commitments”) may elect or decline, in its sole discretion, to provide such Extended Revolving Credit Commitment. The terms and provisions of the extended Revolving Credit Facility shall be identical to the Revolving Credit Facility. On the original Termination Date in respect of the Revolving Credit Facility, subject to the satisfaction of the foregoing terms and conditions and to compliance with this Section 2.05(c), (a) the Termination Date in respect of the Revolving Credit Facility shall, with respect to each Lender that has agreed in writing to extend its Revolving Credit Commitment (each, an “Extending Revolving Credit Lender”), be extended to the earliest of (i) the date set forth in the Request for Extension as being the requested extended Termination Date, (ii) the seventh anniversary of the Effective Date and (iii) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.05 or 6.01, (b) each of the Revolving Credit Lenders that has not elected to extend its Revolving Credit Commitment (each, a “Declining Revolving Credit Lender”) shall either (i) assign to the date 364 days after Eligible Assignees that have agreed to provide an Extended Revolving Credit Commitment (each, a “New Revolving Credit Lender”) or to Extending Revolving Credit Lenders that have agreed to increase their Revolving Credit Commitments (each, an “Increasing Revolving Credit Lender”), and each of such New Revolving Credit Lenders and Increasing Revolving Credit Lenders shall purchase from each of the Declining Revolving Credit Lenders, in accordance with the terms of Section 9.07, at the principal amount thereof (together with accrued interest, fees and expenses), on a pro rata basis across all such Declining Revolving Credit Lenders and all such New Revolving Credit Lenders and Increasing Revolving Credit Lenders, such interests in the Revolving Credit Commitment Termination Date then Commitments and Revolving Credit Advances outstanding on such date as shall be necessary in effect; provided that order that, after giving effect to all such assignments and purchases, such Revolving Credit Advances and Revolving Credit Commitments will be held by Extending Revolving Credit Lenders, New Revolving Credit Lenders and Increasing Revolving Credit Lenders ratably in no event shall the Borrower be entitled to request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing accordance with their Extended Revolving Credit Commitments or (ii) after the Borrower has elected to exercise the term conversion option described in Section 2.01(b). Within 15 days of delivery of such notice to the Lenders, each Lender shall notify extent that 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 aggregate Revolving Credit Commitments exceed 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 aggregate amount of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Non-Extending Lender”), the Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Extended Revolving Credit Commitment Commitments, be repaid on the Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, more than 50% respect of the outstanding Commitments (calculated Revolving Credit Facility prior to giving effect to any removals and/or replacements of Lenders permitted hereinextension under this Section 2.05(c) (the “Consenting LendersExisting Termination Date”) have consented theretoall principal, with interest, fees and expenses owing to such Lender in respect only to the Consenting Lenders of Revolving Credit Advances, and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit Commitment of such Declining Revolving Credit Lender shall automatically terminate on the Existing Termination Date, as to (c) each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after the Extended Revolving Credit Commitment Termination Date then in effect (such shall be deemed for all purposes a Revolving Credit Commitment Termination Date then in effectand each Advance made thereunder shall be deemed, the “Extension Effective Date”); providedfor all purposes, however, that notwithstanding anything to the contrary in the foregoing, the pre-existing a Revolving Credit Commitment Termination Date shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. 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 (1) deliver to the Administrative Agent a certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) Advance and (d) below. each New Revolving Credit Lender shall, by its execution of an Assignment and Acceptance or an assumption agreement in form and substance satisfactory to the Administrative Agent, become a Lender with respect to the Extended Revolving Credit Commitment. It is understood and agreed that (ca) On any extension of the Revolving Credit Commitment Termination Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Non-Extending Lender pursuant to Section 10.15 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 Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, 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 Commitment as in effect at such time; provided, however, that if such reallocation 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 and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower 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 this clause (c)) on a pro rata basis, and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of Credit issued after such Non-Extending Lender’s Revolving Credit Commitment Termination Date shall terminate. (d) 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 Section (i) on shall not constitute an extension of the Revolving Letter of Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to of any extension, pay amounts due, Issuing Bank unless such Issuing Bank shall so agree in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, its sole discretion and (ii) prepay any 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 Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not constitute an extension of the Swing Line Commitment unless the Swing Line Bank shall so agree in its sole discretion and (b) no Issuing Bank or Swing Line Bank shall be required under any obligation to issue any extend its Letter of Credit if the expiry date of such Letter of Credit would occur after the Revolving Credit Commitment Termination Date applicable to such L/C Issueror Swing Line Commitment, the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as of the Revolving Credit Commitment Termination Date applicable to it, and such L/C Issuer will have no further obligation to issue Letters of Credit under this Agreement. To the extent that any L/C Issuer is a Non-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c))applicable. (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Hexacomb CORP)

Extension of Revolving Credit Commitment Termination Date. (a) Not earlier than 60 days prior toAt Borrower’s option, nor subject to satisfaction of the following terms and conditions, Borrower shall have the option to extend the Revolving Credit Commitment Termination Date from the Initial Revolving Credit Commitment Termination Date to the Extended Revolving Credit Commitment Termination Date: (i) Borrower shall have notified the Administrative Agent in writing no later than 30 thirty (30) days prior to, after the then current first anniversary of the Closing Date of the Borrower’s election to request the extension; (ii) On the date of the notification as provided in clause (i) above and on the Initial Revolving Credit Commitment Termination Date, no Default or Event of Default is then occurring and no Event of Default has occurred; and (iii) One hundred percent (100.0%) of the Borrower mayRevolving Credit Lenders consent in writing to the requested extension within sixty (60) Business Days after the date of the Administrative Agent’s receipt of the Borrower’s notification pursuant to clause (i), upon notice above. The failure of any Revolving Credit Lender to furnish such written consent within such time period shall be deemed a denial of the Borrower’s extension request. (b) No extension shall be effective unless and until the Administrative Agent (who shall promptly notify has confirmed, in writing, the Lenders), request an Borrower’s compliance with the conditions precedent to the extension of the Initial Revolving Credit Commitment Termination Date for each set forth in Section 2.4(a). To the extent that one hundred percent (100.0%) of the Revolving Credit Lenders do not consent to the date 364 days after extension request, Borrower shall have the option of: (i) reducing the aggregate principal amount of the Revolving Credit Commitments at the Initial Revolving Credit Commitment Termination Date then in effectby an amount equal to the aggregate principal amount of the Revolving Credit Commitments of the non-consenting Revolving Credit Lenders; provided provided, however, that in no event shall the Borrower aggregate principal amount of the reduction in the Revolving Credit Commitments be entitled more than $25 million (in which case, if all other conditions are met, the extension shall be effective as to request any extension under this Section (i) at any time when a Default or Event of Default shall have occurred and be continuing or the reduced amount); (ii) after replacing the Borrower has elected to exercise non-consenting Revolving Credit Lenders in accordance with the term conversion option described terms of Section 2.12 (in Section 2.01(bwhich case, if all other conditions are met, the extension shall be effective upon such replacement). Within 15 days of delivery of such notice to the Lenders, each Lender shall notify the Administrative Agent whether ; or not it consents to (iii) withdrawing 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 (a “Non-Extending Lender”), the Borrower may cause any such Non-Extending Lender to be removed or replaced as a Lender pursuant to Section 10.15. (b) The Revolving Credit Commitment Termination Date for each Consenting Lender (defined below) shall be extended only if Lenders holding, in the aggregate, more than 50% of the outstanding Commitments (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 the Consenting Lenders and any Lender replacing a Non-Extending Lender pursuant to Section 10.15. If so extended, the Revolving Credit Commitment Termination Date, as to each Consenting Lender and each Lender replacing a Non-Extending Lender pursuant to Section 10.15, shall be extended to the date 364 days after the Revolving Credit Commitment Termination Date then in effect (such Revolving Credit Commitment Termination Date then in effect, the “Extension Effective Date”)request; provided, however, that notwithstanding anything to after any such withdrawal Borrower may again request an extension under the contrary terms of this Section 2.4 within the time period specified in the foregoing, the pre-existing Revolving Credit Commitment Termination Date shall remain in effect with respect to any Non-Extending Lender that is not removed or replaced in accordance with Section 10.15. 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 subsection (1) deliver to the Administrative Agent a certificate dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect and, (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such date, and (B) no Default or Event of Default exists, and (2) provide any Cash Collateral and make any payments required by clauses (c) and (d) belowa). (c) On In the event that the Borrower elects to reduce the aggregate principal amount of the Revolving Credit Commitment Termination Date applicable Commitments pursuant to clause (i) of Section 2.4(b) above, the Borrower, in connection therewith, shall pay in cash to (i) each Nonnonconsenting Revolving Credit Lender an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the non-Extending consenting Revolving Credit Lender, (B) all or any part of Reimbursement Obligations owing to such Nonnon-Extending consenting Revolving Credit Lender’s Pro Rata Share of , together with all then unpaid interest with respect thereto at such time, and (C) all accrued, but theretofore unpaid, fees owing to the Outstanding Amount of L/C Obligations shall be reallocated among the Consenting Lenders and each Lender replacing a Nonnon-Extending consenting Revolving Credit Lender pursuant to Section 10.15 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 Consenting Lender or any Lender replacing a Non-Extending Lender pursuant to Section 10.15, 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 Commitment as in effect at such time; provided, however, that if such reallocation 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 and required payments, if any, in clause (d) below, the Outstanding Amount of all Loans and L/C Obligations exceed the Commitments of the Consenting Lenders and the Lenders replacing Non-Extending Lenders pursuant to Section 10.15. The amount of any such Cash Collateral provided by the Borrower 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 this clause (c)) on a pro rata basis2.6, and each Non(ii) the Issuing Lender an amount equal to such non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase risk participations in L/C Obligations with respect to Letters of consenting Revolving Credit issued after such Non-Extending Lender’s Revolving Credit Commitment Termination Date shall terminate. (d) The Administrative Agent shall distribute an amended Schedule 2.01 Percentage of any Reimbursement Obligations (which shall be deemed incorporated into this Agreement)at such time remains a Reimbursement Obligation) to the extent such amount was not theretofore funded by such non-consenting Revolving Credit Lender. Upon such payment, to reflect any changes in Lenders and their respective Commitments. The Borrower shall (i) on the Revolving Credit Commitment Termination Date for each Non-Extending Lender, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Non-Extending Lender that is not replaced as a Lender pursuant to Section 10.15, and (ii) prepay any Loans outstanding on Percentages of 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 Loans ratable with the Pro Rata Shares of all the Lenders. (e) Notwithstanding anything to the contrary contained herein, in the event that any Non-Extending Lender is an L/C Issuer, such L/C Issuer shall not be required to issue any Letter of Credit if the expiry date of such Letter of Credit would occur after the consenting Revolving Credit Commitment Termination Date applicable Lenders shall be adjusted accordingly to such L/C Issuer, reflect the commitment of such L/C Issuer to issue Letters of Credit shall automatically terminate effective as termination of the Revolving Credit Commitment Termination Date applicable to it, and such L/C Issuer will have no further obligation to issue Letters Commitments of Credit under this Agreement. To the extent that any L/C Issuer is a Nonnon-Extending Lender and has issued Letters of Credit with an expiry date that extends beyond such L/C Issuer’s consenting Revolving Credit Commitment Termination Date, for so long as such Letters of Credit remain outstanding, such L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all such Letters of Credit (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c))Lenders. (f) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Tuesday Morning Corp/De)

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