Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17. (b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders. (c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 8 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.179.16.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 4 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Extension of Revolving Maturity Date. (a) Not less than sixty (60) days and no earlier than 60 one hundred eighty (180) days prior toto the original Revolving Maturity Date, nor later than 30 days prior to, any anniversary of Borrower may request in writing that Administrative Agent extend the Closing Revolving Maturity Date (an if not previously terminated) to August 20, 2017 (the end of such period and such date being the “Extension First Extended Revolving Maturity Date”), .
(b) If the Borrowers may, upon notice Revolving Maturity Date has been extended to the First Extended Revolving Maturity Date, not less than sixty (60) days and no earlier than one hundred eighty (180) days prior to the First Extended Revolving Maturity Date, Borrower may request in writing that Administrative Agent extend the Revolving Maturity Date (which if not previously terminated) to August 20, 2018 (the end of such period and such date being the “Second Extended Revolving Maturity Date”).
(c) Each Revolving Lender agrees that the Revolving Maturity Date of the Loans shall promptly notify be extended following a request from Borrower pursuant to clause (a) or (b) above subject to satisfaction of the appropriate Lendersfollowing terms and conditions:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the Credit Exposure shall not exceed the Borrowing Base, and the Revolving Credit Exposure shall not exceed the Revolving Loan Borrowing Base Availability;
(iii) in connection with each extension of the original Revolving Maturity Date pursuant to clause (a) or (b) above, Borrower shall, on the original Revolving Maturity Date (in connection with extension of the original Revolving Maturity Date pursuant to clause (a) above), request an and on the First Extended Revolving Maturity Date (in connection with extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
clause (b) The applicable above), pay to Administrative Agent (for the pro rata benefit of the Revolving Maturity Date shall be extended only if Lenders holding at least 51based on their respective Applicable Percentage as of such date) an extension fee equal to 0.20% of all outstanding Commitments the Revolving Loan Commitments;
(iv) REIT, Borrower, the Subsidiary Guarantors and each 163 Entity shall deliver to Administrative Agent a Solvency Certificate executed on behalf of REIT, Borrower, each of the Subsidiary Guarantors and each 163 Entity (with respect to the Solvency of REIT, Borrower, each Subsidiary Guarantor and each 163 Entity both before and after giving effect to any replacements such extension) and a certificate of Lenders permitted herein) (REIT, Borrower, each Subsidiary Guarantor and each 163 Entity dated as of the “Consenting Lenders”) have consented thereto. If so extended, the original Revolving Maturity DateDate (in connection with extension of the original Revolving Maturity Date pursuant to clause (a) above), as to and on the Consenting Lenders, shall be extended for one year from First Extended Revolving Maturity Date (in connection with extension of the Revolving Maturity Date then in effectpursuant to clause (b) above), effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower Person approving or consenting to such extension and updated financial projections for Borrower and the REIT through the First Extended Revolving Maturity Date or Second Extended Revolving Maturity Date, as applicable, and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Datesuch 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 the date of such earlier dateextension, and except provided, that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 any representation or warranty which is qualified by materiality or “material adverse effect” or similar language shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (b), respectively, of Section 6.1correct in all respects, and (B) no Default or Event of Default exists; and all of the certifications contained in each of the foregoing certificates shall be true and correct;
(v) Borrower, REIT, each of the Subsidiary Guarantors shall deliver to Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), including, without limitation, (A) reaffirmations of each Pledge after giving effect to such extension, and (B) reaffirmations of each of the Subsidiary Guaranties, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; and
(vi) Borrower shall have paid any costs or expenses incurred by Administrative Agent with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (extension and pay any additional amounts required pursuant the documents to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lendersbe delivered in connection therewith.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (New York REIT, Inc.), Credit Agreement (American Realty Capital New York Recovery Reit Inc)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Company may, upon notice by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Revolving Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Closing Date, request an extension of that the Revolving Lenders extend the Revolving Maturity Date then for an additional period set forth in effect for a period of up to one year. Within 20 days of delivery of such notice, Revolving Maturity Date Extension Request (it being understood each appropriate Revolving Lender shall notify be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree 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 a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to have consented become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such extension. The later date as the Administrative Agent shall notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of agree) theretofore in effect (such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (being called the “Consenting LendersExisting Maturity Date”) have consented thereto). If so extended, the The Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the date set forth in the Revolving Maturity Date then in effect, effective as Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the applicable Extension Existing Maturity Date. The Administrative Agent principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall promptly confirm also make such other prepayments of their Revolving Loans pursuant to the Lenders such extension. As a condition precedent to such extension, each Borrower Section 6.2 as shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (be required in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying order 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 termination of the Extension DateRevolving Commitments of, except and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, 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 forth Section 2.13, 8.7 (the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and pay any additional amounts required each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to Section 3.5) to this paragraph shall become effective unless on the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares anniversary of all the Lenders.
(c) This Section shall supersede any provisions Closing Date that immediately follows the date on which the Company delivers the applicable Revolving Maturity Date Extension Request, the conditions set forth in Section 2.12 or Section 9.1 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on such anniversary of the contraryClosing Date and executed by an Executive Officer of the Company.
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section 2.13 shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section 2.13 shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 35 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 10 days after receipt of notice of such extension requestprior to the applicable Extension Date. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.179.16.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Company may, upon notice at any time, by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Revolving Lenders), request an extension of that the Revolving Lenders extend the Revolving Maturity Date then for an additional period set forth in effect for a period of up to one year. Within 20 days of delivery of such notice, Revolving Maturity Date Extension Request (it being understood each appropriate Revolving Lender shall notify be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree 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 a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to have consented become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such extension. The later date as the Administrative Agent shall notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of agree) theretofore in effect (such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (being called the “Consenting LendersExisting Maturity Date”) have consented thereto). If so extended, the The Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the date set forth in the Revolving Maturity Date then in effect, effective as Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the applicable Extension Existing Maturity Date. The Administrative Agent principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall promptly confirm also make such other prepayments of their Revolving Loans pursuant to the Lenders such extension. As a condition precedent to such extension, each Borrower Section 6.2 as shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (be required in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying order that, before and after giving effect to such extensionthe termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (Ai) the representations and warranties of such Borrower contained in Article V and the other Loan Documents are true and correct on and as sum of the Extension DateFacility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, except the Company shall have the right, to the extent that such representations and warranties specifically refer to an earlier date, set forth in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, 8.7 (the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and pay any additional amounts required each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to Section 3.5) to this paragraph shall become effective unless on the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all Existing Maturity Date, the Lenders.
(c) This Section shall supersede any provisions conditions set forth in Section 2.12 or Section 9.1 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on the contraryExisting Maturity Date and executed by an Executive Officer of the Company.
Appears in 2 contracts
Samples: Credit Agreement (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to12 months after the Restatement Effective Date, nor later than 30 days prior to, any anniversary of to the Closing Revolving Maturity Date (an “Extension Date”provided, that the Borrower may not exercise such right more than twice), the Borrowers Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an a one-year extension of the Revolving Maturity Date then in effect for a period of up to one year(an “Extension Request”); provided that the Revolving Maturity Date may not be extended more than once in any 12-month period. Within 20 days of 10 Business Days after the delivery of such noticeExtension Request, each appropriate Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such extension Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender agreeing to a requested extension being called an “Extending Lender” and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Xxxxxx previously had not been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extensionExtension Request. The Administrative Agent shall promptly notify the Borrowers Borrower and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17responses.
(b) The applicable Revolving Maturity Date shall be extended only if the Required Lenders holding at least 51% of all outstanding Commitments (after calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoto the Extension Request. If For each such Extension Request, if so extendedapproved, (i) the Revolving Maturity Date, as to the Consenting LendersExtending Lenders (irrespective of whether such Lender previously had been a Non-Extending Lender), shall be extended for one to the same date in the following year from after giving effect to any prior extensions (such existing Revolving Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Maturity Date, as to any Non-Extending Lender, shall remain the Revolving Maturity Date then in effecteffect for such Non-Extending Lender prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, effective as by giving its consent, such Extending Lender shall be approving an extension of more than one year. Non-Extending Lenders shall remain Lenders until the Revolving Maturity Date applicable to such Lenders, at which time their Commitments shall terminate and the Borrower shall repay all Loans owing to such 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, and shall make such other prepayments of the applicable Extension DateLoans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this Section, (i) no Lender’s Credit Exposure shall exceed such Lender’s Commitment and (ii) the Credit Exposures shall not exceed the total Commitments. The Administrative Agent and the Borrowers Borrower shall promptly confirm to the [[5731659]] Lenders such extensionextension of the Revolving Maturity Date, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Revolving Maturity Date with respect to the Extending Lenders. As a condition precedent precedents to such extension, each the Borrower shall deliver to the Administrative Agent (i) such evidence of authorization, reaffirmations and legal opinions as the Administrative Agent may reasonably request and (ii) a certificate of such the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each appropriate Lender) signed by a Responsible an Authorized Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying that, that before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V Section 6 made by it are true and correct (A) in the other Loan Documents are case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Extension Confirmation Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of the Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 Notwithstanding anything to the contrarycontrary in this Section 2.8, the Revolving Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) the Borrower shall cause the LOC Obligations attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such LOC Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Maturity Date pursuant to this Section 2.8 (and, in any event, no later than such existing Revolving Maturity Date) together with any accrued interest thereon, on the existing Revolving Maturity Date).
(d) In connection with any extension of the Revolving Maturity Date under this Section 2.8, the Administrative Agent and the Borrower may, without the consent of any Lender or Issuing Lender, effect such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.8. 60 [[5731659]]
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to12 months after the Restatement Effective Date, nor later than 30 days prior to, any anniversary of to the Closing Revolving Maturity Date (an “Extension Date”provided, that the Borrower may not exercise such right more than twice), the Borrowers Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an a one-year extension of the Revolving Maturity Date then in effect for a period of up to one year(an “Extension Request”); provided that the Revolving Maturity Date may not be extended more than once in any 12-month period. Within 20 days of 10 Business Days after the delivery of such noticeExtension Request, each appropriate Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such extension Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender agreeing to a requested extension being called an “Extending Lender” and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Xxxxxx previously had not been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extensionExtension Request. The Administrative Agent shall promptly notify the Borrowers Borrower and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17responses.
(b) The applicable Revolving Maturity Date shall be extended only if the Required Lenders holding at least 51% of all outstanding Commitments (after calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoto the Extension Request. If For each such Extension Request, if so extendedapproved, (i) the Revolving Maturity Date, as to the Consenting LendersExtending Lenders (irrespective of whether such Xxxxxx previously had been a Non-Extending Lender), shall be extended for one to the same date in the following year from after giving effect to any prior extensions (such existing Revolving Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Maturity Date, as to any Non-Extending Lender, shall remain the Revolving Maturity Date then in effecteffect for such Non-Extending Lender prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, effective as by giving its consent, such Extending Lender shall be approving an extension of more than one year. Non-Extending Lenders shall remain Lenders until the Revolving Maturity Date applicable to such Lenders, at which time their Commitments shall terminate and the Borrower shall repay all Loans owing to such 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, and shall make such other prepayments of the applicable Extension DateLoans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this Section, (i) no Lender’s Credit Exposure shall exceed such Lender’s Commitment and (ii) the Credit Exposures shall not exceed the total Commitments. The Administrative Agent and the Borrowers Borrower shall promptly confirm to the Lenders such extensionextension of the Revolving Maturity Date, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Revolving Maturity Date with respect to the Extending Lenders. As a condition precedent precedents to such extension, each the Borrower shall deliver to the Administrative Agent (i) such evidence of authorization, reaffirmations and legal opinions as the Administrative Agent may reasonably request and (ii) a certificate of such the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each appropriate Lender) signed by a Responsible an Authorized Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying that, that immediately before and immediately after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V Section 6 made by it are true and correct (A) in the other Loan Documents are case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Extension Confirmation Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of the Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 Notwithstanding anything to the contrarycontrary in this Section 2.8, the Revolving Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) the Borrower shall cause the LOC Obligations attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such LOC Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Maturity Date pursuant to this Section 2.8 (and, in any event, no later than such existing Revolving Maturity Date) together with any accrued interest thereon, on the existing Revolving Maturity Date).
(d) In connection with any extension of the Revolving Maturity Date under this Section 2.8, the Administrative Agent and the Borrower may, without the consent of any Lender or Issuing Lender, effect such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.8.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon notice by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Lenders)) not less than 45 days and not more than 75 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an extension additional period of one year; provided that no more than two such requests may be made by the Borrower. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 days of delivery of such noticeExtension Request from the Borrower, each appropriate Lender shall notify advise the Administrative Agent Borrower whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension requesta Declining Lender. If any Lender declines, or is deemed Revolving Lenders constituting the Required Revolving Lenders shall have agreed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedExtension Request, then the Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the first anniversary of the Revolving Maturity Date then theretofore in effecteffect (the first date on which such consent of the Required Revolving Lenders is obtained and the conditions specified below are satisfied being referred to as the “Extension Closing Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, effective together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Maturity Date, and on the Existing Revolving Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this Section, the Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Revolving Maturity Date, to replace a Declining Lender with a Revolving Lender or other financial institution that will agree to the applicable Revolving Maturity Date Extension Request, and any such replacement Revolving Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Revolving Maturity Date (without taking into consideration any extension pursuant to this Section 2.21), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Revolving 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 (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure 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 Extension Existing Revolving Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Revolving Maturity Date. The Administrative Agent )) and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as (b) no extension of the Revolving Maturity Date pursuant to this Section shall become effective unless on the applicable Extension Date Closing Date, the conditions set forth in Section 4.03 shall be satisfied (with all references in sufficient copies for each appropriate Lender) signed by such Section to a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting Borrowing being deemed to be references to such extension and (iiwithout giving effect to the parenthetical in Section 4.03(a)) certifying thatand, before if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an 44 Toyota – Five Year Credit Agreement (2021) extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section 2.13 shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon by notice to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Revolving Lenders), request an extension of ) given not less than 45 days and not more than 60 days prior to the Revolving Maturity Date then at any time in effect effect, request that the Lenders extend the Revolving Maturity Date for a an additional period of up to one year. Within 20 not more than 364 days of delivery of as specified in such notice. Each Revolving Lender shall, each appropriate Lender shall notify by notice to the Borrower and the Administrative Agent whether or given not it consents earlier than the 30th day and not later than the 25th day 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of advise the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent Borrower whether or not it agrees to such extension, each extension on the terms set forth in such notice. Any Revolving Lender that has not so advised the Borrower shall deliver to and the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 day shall be deemed to refer have declined to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect agree to such extension. If the Borrower existsshall have requested and Revolving Lenders representing more than 50% of the aggregate Revolving Commitments shall have agreed to an extension of the Revolving Maturity Date, then the Revolving Maturity Date shall be extended for the additional period and on the terms specified in the Borrower's notice. The Borrowers decision to agree or withhold agreement to any extension of the Revolving Maturity Date hereunder shall prepay be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Committed Loans outstanding on each Revolving Lender that has declined to agree to any requested extension of the Revolving Maturity Date (a "Non-Extending Lender") shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (the "Existing Revolving Maturity Date"), and pay the principal amount of any additional outstanding Revolving Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts required payable to or for the account of such Revolving Lender hereunder, shall be due and payable on the Existing Revolving Maturity Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 3.5) 2.19(b), to replace a Non-Extending Lender with a Lender or other financial institution that will agree to an extension of the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the LendersRevolving Maturity Date.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon notice by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Lenders)) not less than 45 days and not more than 75 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an extension additional period of one year; provided that no more than two such requests may be made by the Borrower. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Revolving Maturity Date then in effect for a period of up Extension Request from the Borrower (or such earlier date as reasonably agreed to one year. Within 20 days of delivery of such notice, each appropriate Lender shall notify by the Administrative Agent and the Borrower), advise the Borrower whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension requesta Declining Lender. If any Lender declines, or is deemed Revolving Lenders constituting the Required Revolving Lenders shall have agreed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedExtension Request, then the Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the first anniversary of the Revolving Maturity Date then theretofore in effecteffect (the first date on which such consent of the Required Revolving Lenders is obtained and the conditions specified below are satisfied being referred to as the “Extension Closing Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, effective together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Maturity Date, and on the Existing Revolving Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this Section, the Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Revolving Maturity Date, to replace a Declining Lender with a Revolving Lender or other financial institution that will agree to the applicable Revolving Maturity Date Extension Request, and any such replacement Revolving Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Revolving Maturity Date (without taking into consideration any extension pursuant to this Section 2.21), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Revolving 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 (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure 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 Extension Existing Revolving Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Revolving Maturity Date. The Administrative Agent )) and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as (b) no extension of the Revolving Maturity Date pursuant to this Section shall become effective unless on the applicable Extension Date Closing Date, the conditions set forth in Section 4.03 shall be satisfied (with all references in sufficient copies for each appropriate Lender) signed by such Section to a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting Borrowing being deemed to be references to such extension and (iiwithout giving effect to the parenthetical in Section 4.03(a)) certifying thatand, before if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
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Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to12 months after the Restatement Effective Date, nor later than 30 days prior to, any anniversary of to the Closing Revolving Maturity Date (an “Extension Date”provided, that the Borrower may not exercise such right more than twice), the Borrowers Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an a one-year extension of the Revolving Maturity Date then in effect for a period of up to one year(an “Extension Request”); provided that the Revolving Maturity Date may not be extended more than once in any 12-month period. Within 20 days of 10 Business Days after the delivery of such noticeExtension Request, each appropriate Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such extension Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender agreeing to a requested extension being called an “Extending Lender” and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had not been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extensionExtension Request. The Administrative Agent shall promptly notify the Borrowers Borrower and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17responses.
(b) The applicable Revolving Maturity Date shall be extended only if the Required Lenders holding at least 51% of all outstanding Commitments (after calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoto the Extension Request. If For each such Extension Request, if so extendedapproved, (i) the Revolving Maturity Date, as to the Consenting LendersExtending Lenders (irrespective of whether such Lender previously had been a Non-Extending Lender), shall be extended for one to the same date in the following year from after giving effect to any prior extensions (such existing Revolving Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Maturity Date, as to any Non-Extending Lender, shall remain the Revolving Maturity Date then in effecteffect for such Non-Extending Lender prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, effective as by giving its consent, such Extending Lender shall be approving an extension of more than one year. Non-Extending Lenders shall remain Lenders until the Revolving Maturity Date applicable to such Lenders, at which time their Commitments shall terminate and the Borrower shall repay all Loans owing to such 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, and shall make such other prepayments of the applicable Extension DateLoans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this Section, (i) no Lender’s Credit Exposure shall exceed such Lender’s Commitment and (ii) the Credit Exposures shall not exceed the total Commitments. The Administrative Agent and the Borrowers Borrower shall promptly confirm to the Lenders such extensionextension of the Revolving Maturity Date, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Revolving Maturity Date with respect to the Extending Lenders. As a condition precedent precedents to such extension, each the Borrower shall deliver to the Administrative Agent (i) such evidence of authorization, reaffirmations and legal opinions as the Administrative Agent may reasonably request and (ii) a certificate of such the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each appropriate Lender) signed by a Responsible an Authorized Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying that, that before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V Section 6 made by it are true and correct (A) in the other Loan Documents are case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of the Extension Confirmation Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of the Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 Notwithstanding anything to the contrarycontrary in this Section 2.8, the Revolving Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) the Borrower shall cause the LOC Obligations attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such LOC Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Maturity Date pursuant to this Section 2.8 (and, in any event, no later than such existing Revolving Maturity Date) together with any accrued interest thereon, on the existing Revolving Maturity Date).
(d) In connection with any extension of the Revolving Maturity Date under this Section 2.8, the Administrative Agent and the Borrower may, without the consent of any Lender or Issuing Lender, effect such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.8.
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Extension of Revolving Maturity Date. (a) Not The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 90 days prior to, nor and not later than 30 days prior to, any to the next anniversary of the Closing Date (each such date, an “Extension Anniversary Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the that each Lender extend such Lender’s Revolving Maturity Date then in effect hereunder (such date, the “Existing Revolving Maturity Date”) for a period an additional year, provided that the Revolving Maturity Date may not be extended more than two times pursuant to this Section 2.21.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is 30 days following the date that notice of up to one year. Within 20 days of delivery of such noticethe Borrower’s request is given by the Administrative Agent, each appropriate Lender shall notify advise the Administrative Agent whether or not it consents such Lender agrees to such extension (which consent may be given each Lender that determines not to so extend its Revolving Maturity Date, a “Non-Extending Lender”) and any Lender that does not so advise the Administrative Agent on or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within before the above time period Notice Date 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 Borrowers and the appropriate Lenders Borrower of the Lenders’ responses not less than 24 days each Lender’s determination under this Section promptly after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17thereof.
(bc) The applicable Revolving Maturity Date Borrower shall be extended only if Lenders holding at least 51% of all outstanding Commitments have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (after giving effect to any replacements of Lenders permitted herein) (the each, an “Consenting LendersAdditional Commitment Lender”) have consented thereto. If so extended, the Revolving Maturity Date, as provided in Section 2.17(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effectwhich such Additional Commitment Lender shall, effective as of the applicable Extension Anniversary Date. The Administrative Agent , undertake a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date).
(d) If (and only if) the Borrowers total of the Revolving Commitments of the Lenders that have agreed so to extend their Revolving Maturity Date (each, an “Extending Lender”) shall promptly confirm be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Lenders applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Revolving Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Revolving Maturity Date (except that, if such extension. date is not a Business Day, such Revolving 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.
(e) As a condition precedent to each such extension, each the Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension applicable Anniversary Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such the Borrower (i) certifying and attaching the resolutions adopted by such the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V IV and the other Loan Documents are shall be true and correct in all material respects (or, with respect to representations already qualified by concepts of materiality, in all respects) on and as of such applicable Anniversary Date (except (1) to the Extension Dateextent any such representation or warranty is expressly stated to have been made as of a specific date, except in which case such representation or warranty shall be true and correct in all material respects (or, with respect to representations already qualified by concepts of materiality, in all respects) as of such date to the extent that such representations representation and warranties specifically refer warranty relates solely to an earlier date, in which case they are true date and correct as of such earlier date, and except that for purposes of this Section 2.13, (2) the representations and warranties contained in subsections (a) and (b) of Section 5.4 4.3 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.15.4, and (B) no Default with respect to such or Event of Default shall have occurred and be continuing. In addition, on the Revolving Maturity Date of each Non-Extending Lender, the Borrower exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on each Revolving Maturity Date such date (and pay any additional amounts required pursuant to Section 3.52.16) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised and new Pro Rata Shares Applicable Percentages of all the Lendersrespective Lenders effective as of such date.
(cf) This Section shall supersede any provisions in Section 2.12 2.13 or Section 9.1 8.5 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), The Borrower may request an a 364-day extension of the Revolving Maturity Date then in effect by submitting a request for a period of up an extension to one year. Within 20 days of delivery of such notice, each appropriate Lender shall notify the Administrative Agent whether (an "EXTENSION REQUEST") no earlier than 75 days and no less than 45 days prior to the then current Revolving Maturity Date; provided, however, that (i) the Borrower may not submit more than one Extension Request during any 364-day period and not more than two Extension Requests in the aggregate, and (ii) no Default or not it consents Event of Default shall have occurred and be continuing on the date of such Extension Request. Each Extension Request shall be irrevocable upon the Borrower and constitute a representation and warranty by the Borrower that (A) no Default or Event of Default shall have occurred and be continuing and (B) each of the representations and warranties contained in Clause 22 (Representations) hereof and in each other Finance Document to be made by each Credit Party are true and correct in all material respects on and as of the date of such extension (which consent Extension Request. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Revolving Lender thereof and shall request each Revolving Lender to approve the Extension Request. The Borrower shall provide such information as the Administrative Agent or any Revolving Lender through the Administrative Agent may be given reasonably request in connection with evaluating such Extension Request. Each Revolving Lender may decide to approve or withheld decline such Extension Request in such Lender’s its sole and absolute discretion). Each Revolving Lender approving the Extension Request shall deliver its written consent within 30 days of the date of the Extension Request. Any Revolving Lender not responding within the above time period 30 days shall be deemed not to have declined the request. At the option of the Borrower, the Revolving Commitment of any Revolving Lender not consenting to the Extension Request and (if the Swingline Lender does not consent to the extension of the Revolving Maturity Date in respect of the Swingline Facility) the Swingline Commitment may (in each case) be assumed, in whole or in part, by one or more existing Revolving Lenders or other New Revolving Lenders acceptable to the Borrower and the Administrative Agent, upon compliance with Clause 27 (Changes to the Revolving Lenders); provided that, in such event, unless otherwise agreed by the assuming existing Revolving Lender or New Revolving Lender, the Borrower shall pay the U.S.$3,500 processing fee required by Clause 27.3 (Assignment or Transfer Fee). If such request is not approved by existing Revolving Lenders or New Revolving Lenders assuming all or a portion of the Revolving Commitments of non-consenting Revolving Lenders in the manner provided below holding at least 51% of the then Total Revolving Commitments, it shall be deemed to have been withdrawn in so far as it relates to the extension of the Revolving Maturity Date for the purposes of the Revolving Credit Facility; and if such request is not approved by the Swingline Lender with respect to the extension of the Revolving Maturity Date for the purposes of the Swingline Facility, it shall be deemed to have been withdrawn in so far as it relates to the extension of the Revolving Maturity Date for the purposes of the Swingline Facility. If all of the Revolving Commitments of the non-consenting Revolving Lenders or (as the case may be if the Swingline Lender does not consent to the proposed extension of the Revolving Maturity Date relating to the Swingline Facility) the Swingline Commitment are or is not replaced on or before the then current Revolving Maturity Date, then, at the Borrower's option, either (i) the Total Revolving Commitments and the Swingline Commitment shall terminate on the then current Revolving Maturity Date or (ii) the Borrower shall give prompt notice of termination on the then current Revolving Maturity Date of the Revolving Commitments and/or Swingline Commitment not so replaced to each and every Revolving Lender that has not consented to the Extension Request (to the extent its Revolving Commitment or Swingline Commitment has not been assumed), with a copy to the Administrative Agent, and shall prepay on the then current Revolving Maturity Date the Loans of such extension. The Administrative Agent shall notify the Borrowers and the appropriate non-consenting Revolving Lenders of the Lenders’ responses on not less than 24 days after receipt of five Business Days' prior notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extensionRevolving Lenders and the Administrative Agent, which shall reduce the Total Revolving Commitments and, if applicable, the applicable Borrower maySwingline Commitment, at its own expenseaccordingly (to the extent not assumed), cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable and the Revolving Maturity Date shall be extended only in accordance with this Clause 10.3 for the remaining Revolving Commitments of, if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedremaining, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the LendersSwingline Commitment.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pride International Inc)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon notice by delivery of a Revolving Maturity Date Extension Request to the Lead Administrative Agent (which shall promptly notify deliver a copy thereof to each of the appropriate Lenders) not less than forty-five (45) days, and not more than seventy-five (75) days, prior to the then existing Revolving Maturity Date (the “Existing Revolving Maturity Date”), request an that the Lenders extend the Existing Revolving Maturity Date in accordance with this Section 2.23; provided, that, (i) the Borrower shall not be permitted to submit more than two (2) Revolving Maturity Date Extension Requests during the term of this Agreement and (ii) no such Revolving Maturity Date Extension Request shall be effective unless the total Revolving Commitments of the Consenting Lenders (as defined below) and the total Revolving Commitments of the Replacement Lenders (as defined below) shall be more than 50% of the Aggregate Revolving Commitments in effect immediately prior to the applicable Existing Revolving Maturity Date. Each Revolving Maturity Date Extension Request shall specify (A) the date to which the Revolving Maturity Date is sought to be extended (which shall in no event be later than the date that is one year after the Existing Revolving Maturity Date), (B) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Revolving Commitments (and related Revolving Loans) extended to such new Revolving Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Revolving Maturity Date), and (C) any other amendments or modifications to this Agreement to be effected in connection with such Revolving Maturity Date Extension Request; provided, that, no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Revolving Maturity Date unless such other approvals have been obtained. In the event a Revolving Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Revolving Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Revolving Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Commitment of such Lender with respect to which such Lender agrees to the extension of the Revolving Maturity Date then in effect for Date, delivered to the Borrower (with a period of up copy to one year. Within 20 days of delivery of such notice, each appropriate Lender shall notify the Lead Administrative Agent) not later than a date (a “Response Date”) to be agreed upon by the Borrower and the Lead Administrative Agent whether or not following the date on which the Revolving Maturity Date Extension Request shall have been delivered by the Borrower (it consents being understood that (x) any Lender that shall have failed to exercise such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the right as set forth above time period shall be deemed not to have consented to such extension. The Administrative Agent be a Declining Lender and (y) any Response Date shall notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less be no earlier than 24 fourteen (14) days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date Extension Request has been delivered to the Lenders). If a Lender elects to extend only a portion of its then existing Revolving Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Revolving Commitment. If Consenting Lenders shall be extended only if Lenders holding at least 51% have agreed to such Revolving Maturity Date Extension Request in respect of all outstanding Revolving Commitments held by them, then, subject to clause (after giving effect to any replacements d) of Lenders permitted herein) this Section, on the date specified in the Revolving Maturity Date Extension Request as the effective date thereof (the “Consenting LendersExtension Effective Date”), (1) have consented thereto. If so extended, the Existing Revolving Maturity DateDate of the applicable Revolving Commitments shall, as to the Consenting Lenders, be extended to such date as shall be extended for one year from specified therein, (2) the terms and conditions of the Revolving Commitments of the Consenting Lenders (including interest and fees in respect thereof), shall be modified as set forth in the Revolving Maturity Date then Extension Request and (3) such other modifications and amendments hereto specified in effect, effective as the Revolving Maturity Date Extension Request shall (subject to any required approvals (including those of the applicable Required Lenders) having been obtained) become effective.
(b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.19 and 9.04, at any time prior to the Existing Revolving Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Revolving Commitments subject to a Revolving Maturity Date Extension Date. The Request that it has not agreed to extend) with a Lender, or other financial institution approved by the Lead Administrative Agent and the Borrowers shall promptly confirm (such approval not to the Lenders be unreasonably withheld or delayed) (any such extension. As Lender or other financial institution, a condition precedent “Replacement Lender”), that will agree to such extensionRevolving Maturity Date Extension Request, each Borrower and any such Replacement Lender shall deliver for all purposes constitute a Consenting Lender in respect of the Revolving Commitment assigned to and assumed by it on and after the Administrative Agent a certificate effective time of such Borrower dated as of the replacement.
(c) If a Revolving Maturity Date Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower Request has become effective hereunder:
(i) certifying and attaching not later than the resolutions adopted by fifth (5th) Business Day prior to the Existing Revolving Maturity Date, the Borrower shall make prepayments of Revolving Loans in the manner set forth in Section 2.11 such Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extensionprepayments, (A) the representations and warranties aggregate Revolving Credit Exposures of all of the Lenders outstanding as of such Borrower contained in Article V date will not exceed the Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.23 (and the other Borrower shall not be permitted thereafter to request any Revolving Loan Documents are true and correct on and as if, after giving effect thereto, the aggregate Revolving Credit Exposures of all of the Extension Lenders outstanding would exceed the aggregate amount of the Revolving Commitments so extended); and
(ii) on the Existing Revolving Maturity Date, except the Revolving Commitment of each Declining Lender shall, to the extent that such representations and warranties specifically refer to an earlier datenot assumed, assigned or transferred as provided in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and clause (b) of this Section, terminate, and the Borrower shall repay all of the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder (accordingly, the Revolving Commitment of any Consenting Lender shall, to the extent the amount of such Revolving Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to clause (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Revolving Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Revolving Maturity Date), it being understood that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments.
(d) Notwithstanding the foregoing, no Revolving Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section 5.4 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Revolving Maturity Date Extension Request) and the Lead Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer who is a Responsible Officer of the Borrower and (ii) the Lead Administrative Agent shall have received customary corporate authorization documents (including an opinion of counsel as to due authorization and enforceability) to the extent reasonably required by the Lead Administrative Agent.
(e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Revolving Maturity Date in accordance with the express terms of this Section 2.23, or any amendment or modification of the terms and conditions of the Revolving Commitments and Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to refer to (i) violate the most recent statements furnished pursuant to subsections (a) and (b), respectively, last sentence of Section 6.1, and 2.09(d) or Section 2.18(b) or (Bd) no Default with respect to such Borrower exists. The Borrowers shall prepay or any Committed Loans outstanding on each other provision of this Agreement requiring the ratable reduction of Aggregate Revolving Maturity Date Commitments or the ratable sharing or making of payments or (and pay any additional amounts required pursuant to Section 3.5ii) to require the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares consent of all the Lenders.
(c) This Lenders or all affected Lenders under Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.9.02
Appears in 1 contract
Samples: Credit Agreement (Intuit Inc)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Company may, upon notice by delivery of a Revolving Maturity Date Extension Request to the General Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an extension additional period of one year; provided that there shall be no more than two extensions of the Revolving Maturity Date then in effect for a period of up pursuant to one yearthis Section. Within 20 days of delivery of such noticeEach Revolving Lender shall, each appropriate Lender shall notify by notice to the Company and the General Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree 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 notify a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the Borrowers and the appropriate Lenders written consent of the Lenders’ responses not less than 24 days after receipt of Company, elect to become a Consenting Lender by providing written notice of such extension requestelection to the Company and the General Administrative Agent at any time prior to the Existing Maturity Date. If any Lender declines, or is deemed Revolving Lenders constituting the Required Lenders shall have agreed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (Extension Request within the “Consenting Lenders”) have consented thereto. If so extended20-day period described above, then the Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the first anniversary of the Revolving Maturity Date then theretofore in effect, effective as effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the applicable Extension Existing Maturity Date. The Administrative Agent principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall promptly confirm also make such other prepayments of their Revolving Loans pursuant to the Lenders such extension. As a condition precedent to such extension, each Borrower Section 6.06 as shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (be required in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying order 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 termination of the Extension Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 6.14(b), at any time on or prior to the Existing Maturity Date, except to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree 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 dateapplicable Revolving Maturity Date Extension Request, and except each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that for purposes of this Section 2.13immediately follows the date on which the Company delivers the applicable Revolving Maturity Date Extension Request, the representations and warranties contained conditions set forth in subsections (aSections 8.03(c) and (bd) of Section 5.4 shall be deemed satisfied and the General Administrative Agent shall have received a certificate to refer to that effect dated on such anniversary of the most recent statements furnished pursuant to subsections (a) Effective Date and (b), respectively, executed by a Financial Officer of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the LendersCompany.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Toyota – Five Year Credit Agreement (2015) Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 LenderLxxxxx’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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for up to one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b) the other Loan Documents accuracy of which it is expressly agreed shall not be a condition to the extension) are true and correct in all material respects on and as of the Extension 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 2.13, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections Section 6.1(a), (aB) the representations and warranties contained in Section 5.1(c), Section 5.2(ii) and (b), respectively, of iii) and Section 6.1, 5.6 shall be true and correct in all respects and (BC) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section 2.13 shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant 48 Toyota – Three Year Credit Agreement (2016) to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify each of the appropriate Revolving Lenders) given at least 30 days but not more than 120 days prior to (i) the Initial Revolving Maturity Date, extend the Revolving Maturity Date for up to six months (such extended Revolving Maturity Date, the “First Extended Revolving Maturity Date”) and (ii) the First Extended Revolving Maturity Date, extend the Revolving Maturity Date for up to an additional six months (such extended Revolving Maturity Date, the “Second Extended Revolving Maturity Date”), in each case, so long as (A) no Default or Event of Default shall have occurred and be continuing on the date of such written notice and on the effective date of such extension and (B) the Borrower pays an extension fee equal to 0.0625% of the then existing Revolving Commitments (to the Administrative Agent for the ratable benefit of the Revolving Lenders).
(b) The Borrower may, by delivering a written notice to the Administrative Agent (who shall promptly deliver a copy to each of the Revolving Lenders), request an extension not less than 60 days in advance of the Revolving Maturity Date then in effect for a period of up at such time (the “Existing Revolving Maturity Date”), request that the Revolving Lenders extend the Existing Revolving Maturity Date. Each Revolving Lender, acting in its sole discretion, shall, by written notice to one year. Within 20 days of delivery of such notice, each appropriate Lender shall notify the Administrative Agent given not later than the date that is the 20th day after the date of the such request (the “Revolving Extension Response Date”), advise the Administrative Agent in writing whether or not such Revolving Lender agrees to the requested extension. Each Revolving Lender that advises the Administrative Agent that it consents will not extend the Existing Revolving Maturity Date is referred to herein as a “Non-Extending Revolving Lender”; provided, that any Revolving 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 Revolving Extension Response Date and absolute discretion). Any any Revolving Lender not responding within that is a Defaulting Lender on the above time period Revolving Extension Response Date shall be deemed not to have consented to such extensionbe a Non-Extending Revolving Lender. The Administrative Agent shall notify the Borrowers and the appropriate Lenders Borrower of the Revolving Lenders’ responses not less than 24 days after receipt elections promptly following the Revolving Extension Response Date. The election of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent agree to such extension, the applicable Borrower may, at its own expense, cause an extension shall not obligate any such other Lender to so agree. The Revolving Maturity Date may be replaced as a Lender extended no more than two times pursuant to this Section 9.17.2.23(b). Each extension pursuant to this Section 2.23(b) shall be offered ratably to each Revolving Lender and shall be subject to the following provisions:
(b1) The applicable (i) If, by the Revolving Extension Response Date, Revolving Lenders holding then existing Revolving Commitments that aggregate 50% or more of the total Revolving Commitments shall constitute Non-Extending Revolving Lenders, then the Existing Revolving Maturity Date shall not be extended only if Lenders holding at least 51% and the outstanding principal balance of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedRevolving Loans and other amounts payable hereunder shall be payable, and the Revolving Maturity DateCommitments shall terminate, as to on the Consenting Lenders, shall be extended for one year from the Existing Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent effect prior to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Extension of Revolving Maturity Date. (ai) Not earlier At least 30 days but not more than 60 45 days prior to, nor later than 30 days prior to, any to each anniversary of the Closing ClosingSecond Amendment Effective Date (an any such applicable anniversary of the ClosingSecond Amendment Effective Date, the “Extension Date”), the Borrowers mayParent Borrower, upon by written notice to the Administrative Agent, may request that each Revolving Lender extend the Revolving Maturity Date for such Lender’s Revolving Commitment for an additional one year period as set forth in such notice from the Parent Borrower.
(ii) The Administrative Agent (which shall promptly notify each Revolving Lender of such request and each Revolving Lender shall then, in its sole discretion, notify the appropriate LendersParent Borrower and the Administrative Agent in writing no later than 20 days prior to the Extension Date whether such Lender will consent to the extension (each such Lender consenting to the extension, an “Extending Lender”). The failure of any Revolving Lender to notify the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender.
(iii) Subject to satisfaction of the conditions in Sections 3.03(a) and 3.03(b) as of the Extension Date, the Revolving Maturity Date in effect at such time shall be extended for successive one year periods as requested; provided, however, that (A) no such extension shall be effective (1) unless a Majority in Interest of the Revolving Lenders agree thereto and (2) as to any Lender that does not agree to such extension (any such Lender, a “Non-Extending Lender”) (it being understood and agreed that, subject to any assignment thereof to a New Lender in accordance with Section 2.10(b)(v), request the Revolving Commitment of each Non-Extending Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”), and the principal amount of any outstanding Pro Rata Advances 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 the Existing Revolving Maturity Date, and on the Existing Revolving Maturity Date the Borrowers shall also make such other prepayments of Pro Rata Advances or Swingline Advances pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Non-Extending Lenders, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment, (ii) the sum of the Aggregate Revolving Credit Exposure and the Aggregate Competitive Bid Exposure then outstanding shall not exceed the aggregate amount of the Revolving Commitments of the Revolving Lenders and (iii) the Pro Rata Advances are held by the Revolving Lenders in accordance with their respective Revolving Commitments), (B) the Revolving Maturity Date following any such extension shall not be a date that is more than five years after the applicable Extension Date and (C) the Revolving Maturity Date, as such term is used in reference to Letters of Credit or Swingline Advances, may not be extended in respect of any Issuing Bank or Swingline Lender, as applicable, without the prior written consent of such Issuing Bank or Swingline Lender, as applicable (it being understood and agreed that in the event any Issuing Bank or Swingline Lender shall not have consented to any such extension (Ax) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder, and such Swingline Lender shall continue to have all the rights and obligations of a Swingline Lender hereunder, in each case through the Existing Revolving Maturity Date, and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Advance (but shall continue to be entitled to the benefits hereof as to Letters of Credit issued or Swingline Advances made, as applicable, prior to such time), and (By) the Borrowers shall cause the Letter of Credit Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure attributable to Swingline Advances made by such Swingline Lender to be zero on the Existing Revolving Maturity Date).
(iv) To the extent that there are Non-Extending Lenders, the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Parent Borrower and the Administrative Agent no later than 15 days prior to the Extension Date of the amount of the Revolving Commitments of the Non-Extending Lenders that it is willing to assume.
(v) The Parent Borrower shall be permitted to require that any Non-Extending Lender assign its Revolving Commitments to an Extending Lender or to replace any Revolving Lender that is a Non-Extending Lender with a replacement bank or other financial institution (each, a “New Lender”); provided that (A) the New Lender shall purchase, at par and in the applicable currencies, all Pro Rata Advances and Competitive Bid Advances and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (B) the Parent Borrower and any other applicable Borrower shall be liable to such replaced Lender under Section 9.04(b) if any LIBO Rate Advance, EURIBO Rate Advance, CDO Rate Advance or Floating Rate Bid Advance owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (C) the replaced Lender shall be obligated to assign its Revolving Commitment, Pro Rata Advances, Competitive Bid Advances and, Letter of Credit Exposure and Swingline Exposure to the applicable replacement Lender or Lenders in accordance with (and subject to the limitations of and the consents required under) the provisions of Section 9.07 (provided that the Parent Borrower shall be obligated to pay the processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, the Parent Borrower or other applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.15(a), as the case may be, and (E) any such replacement shall not be deemed to be a waiver of any rights that the Parent Borrower, any other applicable Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
(vi) If the Extending Lenders and the New Lenders are willing to commit amounts that, in an aggregate, exceed the amount of the Revolving Commitments of the Non-Extending Lenders, the Parent Borrower and the Administrative Agent shall allocate the Revolving Commitments of the Non-Extending Lenders among them.
(vii) If any bank or other financial institution becomes a New Lender or any Extending Lender’s Revolving Commitment is increased pursuant to this Section 2.10(b), (x) Pro Rata Advances made on or after the applicable Extension Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Revolving Commitments in effect on and after the applicable Extension Date and (y) if, on the date of such joinder or increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to such date be prepaid from the proceeds of new Pro Rata Advances made hereunder in the same amounts and currencies (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b).
(viii) In connection herewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the respective allocations of any Extending Lenders and New Lenders effective as of each Extension Date and (C) the Revolving Maturity Date applicable to each Lender.
(ix) In connection with any extension of the Revolving Maturity Date then in effect for a period of up pursuant to one year. Within 20 days of delivery of such noticethis Section 2.10(b), 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 notify the Borrowers Agent, Xxxxx Xxxxx and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Parent Borrower may, at its own expensewithout the consent of any Lender, cause any effect such Lender amendments to this Agreement as may be replaced as a Lender pursuant necessary or appropriate, in the reasonable opinion of the Administrative Agent, to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving give effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 provisions of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b2.10(b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Kraft Heinz Co)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request an extension of the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 LenderLxxxxx’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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for up to one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article V (except for the representations and warranties set forth in Section 5.4(b), 5.5(a) or 5.8(b) the other Loan Documents accuracy of which it is expressly agreed shall not be a condition to the extension) are true and correct in all material respects on and as of the Extension 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 2.13, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections Section 6.1(a), (aB) the representations and warranties contained in Section 5.1(c), Section 5.2(ii) and (b), respectively, of Section 6.1, and (Biii) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.and
Appears in 1 contract
Extension of Revolving Maturity Date. (ai) Not earlier At least 30 days but not more than 60 45 days prior to, nor later than 30 days prior to, any to each anniversary of the Closing Date (an any such applicable anniversary of the Closing Date, the “Extension Date”), the Borrowers mayParent Borrower, upon by written notice to the Administrative Agent, may request that each Revolving Lender extend the Revolving Maturity Date for such Lender’s Revolving Commitment for an additional one year period as set forth in such notice from the Parent Borrower.
(ii) The Administrative Agent (which shall promptly notify each Revolving Lender of such request and each Revolving Lender shall then, in its sole discretion, notify the appropriate LendersParent Borrower and the Administrative Agent in writing no later than 20 days prior to the Extension Date whether such Lender will consent to the extension (each such Lender consenting to the extension, an “Extending Lender”). The failure of any Revolving Lender to notify the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender.
(iii) Subject to satisfaction of the conditions in Sections 3.04(a) and 3.04(b) as of the Extension Date, the Revolving Maturity Date in effect at such time shall be extended for successive one year periods as requested; provided, however, that (A) no such extension shall be effective (1) unless a Majority in Interest of the Revolving Lenders agree thereto and (2) as to any Lender that does not agree to such extension (any such Lender, a “Non-Extending Lender”) (it being understood and agreed that, subject to any assignment thereof to a New Lender in accordance with Section 2.10(b)(v), request the Revolving Commitment of each Non-Extending Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”), and the principal amount of any outstanding Pro Rata Advances 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 the Existing Revolving Maturity Date, and on the Existing Revolving Maturity Date the Borrowers shall also make such other prepayments of Pro Rata Advances pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Non-Extending Lenders, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment, (ii) the sum of the Aggregate Revolving Credit Exposure and the Aggregate Competitive Bid Exposure then outstanding shall not exceed the aggregate amount of the Revolving Commitments of the Revolving Lenders and (iii) the Pro Rata Advances are held by the Revolving Lenders in accordance with their respective Revolving Commitments), (B) the Revolving Maturity Date following any such extension shall not be a date that is more than five years after the applicable Extension Date and (C) the Revolving Maturity Date, as such term is used in reference to Letters of Credit, may not be extended in respect of any Issuing Bank without the prior written consent of such Issuing Bank (it being understood and agreed that in the event any Issuing Bank shall not have consented to any such extension (A) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Revolving Maturity Date, and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereof as to Letters of Credit issued made prior to such time), and (B) the Borrowers shall cause the Letter of Credit Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero on the Existing Revolving Maturity Date).
(iv) To the extent that there are Non-Extending Lenders, the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Parent Borrower and the Administrative Agent no later than 15 days prior to the Extension Date of the amount of the Revolving Commitments of the Non-Extending Lenders that it is willing to assume.
(v) The Parent Borrower shall be permitted to require that any Non-Extending Lender assign its Revolving Commitments to an Extending Lender or to replace any Revolving Lender that is a Non-Extending Lender with a replacement bank or other financial institution (each, a “New Lender”); provided that (A) the New Lender shall purchase, at par and in the applicable currencies, all Pro Rata Advances and Competitive Bid Advances and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (B) the Parent Borrower and any other applicable Borrower shall be liable to such replaced Lender under Section 9.04(b) if any LIBO Rate Advance, EURIBO Rate Advance, CDO Rate Advance or Floating Rate Bid Advance owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (C) the replaced Lender shall be obligated to assign its Revolving Commitment, Pro Rata Advances, Competitive Bid Advances and Letter of Credit Exposure to the applicable replacement Lender or Lenders in accordance with (and subject to the limitations of and the consents required under) the provisions of Section 9.07 (provided that the Parent Borrower shall be obligated to pay the processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, the Parent Borrower or other applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.15(a), as the case may be, and (E) any such replacement shall not be deemed to be a waiver of any rights that the Parent Borrower, any other applicable Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
(vi) If the Extending Lenders and the New Lenders are willing to commit amounts that, in an aggregate, exceed the amount of the Revolving Commitments of the Non-Extending Lenders, the Parent Borrower and the Administrative Agent shall allocate the Revolving Commitments of the Non-Extending Lenders among them.
(vii) If any bank or other financial institution becomes a New Lender or any Extending Lender’s Revolving Commitment is increased pursuant to this Section 2.10(b), (x) Pro Rata Advances made on or after the applicable Extension Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Revolving Commitments in effect on and after the applicable Extension Date and (y) if, on the date of such joinder or increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to such date be prepaid from the proceeds of new Pro Rata Advances made hereunder in the same amounts and currencies (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b).
(viii) In connection herewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the respective allocations of any Extending Lenders and New Lenders effective as of each Extension Date and (C) the Revolving Maturity Date applicable to each Lender.
(ix) In connection with any extension of the Revolving Maturity Date then in effect for a period of up pursuant to one year. Within 20 days of delivery of such noticethis Section 2.10(b), 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 notify the Borrowers Agent, Xxxxx Xxxxx and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Parent Borrower may, at its own expensewithout the consent of any Lender, cause any effect such Lender amendments to this Agreement as may be replaced as a Lender pursuant necessary or appropriate, in the reasonable opinion of the Administrative Agent, to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving give effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity Date, as to the Consenting Lenders, shall be extended for one year from the Revolving Maturity Date then in effect, effective as of the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm to the Lenders such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 provisions of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b2.10(b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Kraft Heinz Co)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Borrower may, upon notice by delivery of a Revolving Maturity Date Extension Request to the Lead Administrative Agent (which shall promptly notify deliver a copy thereof to each of the appropriate Lenders) not less than forty-five (45) days, and not more than seventy-five (75) days, prior to the then existing Revolving Maturity Date (the “Existing Revolving Maturity Date”), request an that the Lenders extend the Existing Revolving Maturity Date in accordance with this Section 2.23; provided, that, (i) the Borrower shall not be permitted to submit more than two (2) Revolving Maturity Date Extension Requests during the term of this Agreement and (ii) no such Revolving Maturity Date Extension CHAR1\1449231v6 Request shall be effective unless the total Revolving Commitments of the Consenting Lenders (as defined below) and the total Revolving Commitments of the Replacement Lenders (as defined below) shall be more than 50% of the Aggregate Revolving Commitments in effect immediately prior to the applicable Existing Revolving Maturity Date. Each Revolving Maturity Date Extension Request shall (i) specify the date to which the Revolving Maturity Date is sought to be extended (which shall in no event be later than the date that is one year after the Existing Revolving Maturity Date), (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Revolving Commitments (and related Revolving Loans) extended to such new Revolving Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Revolving Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Revolving Maturity Date Extension Request; provided, that, no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Revolving Maturity Date unless such other approvals have been obtained. In the event a Revolving Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Revolving Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Revolving Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Commitment of such Lender with respect to which such Lender agrees to the extension of the Revolving Maturity Date then in effect for Date, delivered to the Borrower (with a period of up copy to one year. Within 20 days of delivery of such notice, each appropriate Lender shall notify the Lead Administrative Agent) not later than a date (a “Response Date”) to be agreed upon by the Borrower and the Lead Administrative Agent whether or not following the date on which the Revolving Maturity Date Extension Request shall have been delivered by the Borrower (it consents being understood that (x) any Lender that shall have failed to exercise such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the right as set forth above time period shall be deemed not to have consented to such extension. The Administrative Agent be a Declining Lender and (y) any Response Date shall notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less be no earlier than 24 fourteen (14) days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date Extension Request has been delivered to the Lenders). If a Lender elects to extend only a portion of its then existing Revolving Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Revolving Commitment. If Consenting Lenders shall be extended only if Lenders holding at least 51% have agreed to such Revolving Maturity Date Extension Request in respect of all outstanding Revolving Commitments held by them, then, subject to clause (after giving effect to any replacements d) of Lenders permitted herein) this Section, on the date specified in the Revolving Maturity Date Extension Request as the effective date thereof (the “Consenting LendersExtension Effective Date”), (i) have consented thereto. If so extended, the Existing Revolving Maturity DateDate of the applicable Revolving Commitments shall, as to the Consenting Lenders, be extended to such date as shall be extended for one year from specified therein, (ii) the terms and conditions of the Revolving Commitments of the Consenting Lenders (including interest and fees in respect thereof), shall be modified as set forth in the Revolving Maturity Date then Extension Request and (iii) such other modifications and amendments hereto specified in effect, effective as the Revolving Maturity Date Extension Request shall (subject to any required approvals (including those of the applicable Required Lenders) having been obtained) become effective.
(b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.19 and 9.04, at any time prior to the Existing Revolving Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Revolving Commitments subject to a Revolving Maturity Date Extension Date. The Request that it has not agreed to extend) with a Lender, or other financial institution approved by the Lead Administrative Agent and the Borrowers shall promptly confirm (such approval not to the Lenders be unreasonably withheld or delayed) (any such extension. As Lender or other financial institution, a condition precedent “Replacement Lender”), that will agree to such extensionRevolving Maturity CHAR1\1449231v6 Date Extension Request, each Borrower and any such Replacement Lender shall deliver for all purposes constitute a Consenting Lender in respect of the Revolving Commitment assigned to and assumed by it on and after the Administrative Agent a certificate effective time of such Borrower dated as of the replacement.
(c) If a Revolving Maturity Date Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower Request has become effective hereunder:
(i) certifying and attaching not later than the resolutions adopted by fifth (5th) Business Day prior to the Existing Revolving Maturity Date, the Borrower shall make prepayments of Revolving Loans in the manner set forth in Section 2.11 such Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extensionprepayments, (A) the representations and warranties aggregate Revolving Credit Exposures outstanding as of such Borrower contained in Article V date will not exceed the Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.23 (and the other Borrower shall not be permitted thereafter to request any Revolving Loan Documents are true and correct on and as if, after giving effect thereto, the aggregate Revolving Credit Exposures outstanding would exceed the aggregate amount of the Extension Revolving Commitments so extended); and (ii) on the Existing Revolving Maturity Date, except the Revolving Commitment of each Declining Lender shall, to the extent that such representations and warranties specifically refer to an earlier datenot assumed, assigned or transferred as provided in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and clause (b) of this Section, terminate, and the Borrower shall repay all of the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder (accordingly, the Revolving Commitment of any Consenting Lender shall, to the extent the amount of such Revolving Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to clause (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Revolving Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Revolving Maturity Date), it being understood that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments.
(d) Notwithstanding the foregoing, no Revolving Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section 5.4 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Revolving Maturity Date Extension Request) and the Lead Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer who is a Responsible Officer of the Borrower and (ii) the Lead Administrative Agent shall have received customary corporate authorization documents (including an opinion of counsel as to due authorization and enforceability) to the extent reasonably required by the Lead Administrative Agent.
(e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Revolving Maturity Date in accordance with the express terms of this Section 2.23, or any amendment or modification of the terms and conditions of the Revolving Commitments and Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to refer to (i) violate the most recent statements furnished pursuant to subsections (a) and (b), respectively, last sentence of Section 6.1, and (B2.09(d) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to 2.18(b) or (d) or any other provision of this Agreement requiring the contrary.ratable reduction of Aggregate Revolving Commitments CHAR1\1449231v6
Appears in 1 contract
Samples: Credit Agreement (Intuit Inc)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary Subject to the provisions of the Closing Date (an “Extension Date”this Section 2.09(e), the Borrowers mayBorrower shall have one option to extend the Revolving Maturity Date for one (1) year to October 20, upon 2009, subject to the satisfaction of each of the following conditions:
(i) The Borrower shall notify the Administrative Agent of its exercise of the applicable option at least 90 days, but not more than 180 days, prior to the originally scheduled Revolving Maturity Date;
(ii) No Default or Event of Default shall have occurred and be continuing at the time of giving such notice pursuant to clause (i) above or on the originally scheduled Revolving Maturity Date;
(iii) unless otherwise disclosed to and approved by the Required Lenders, the representations and warranties made by the Borrower in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the originally scheduled Revolving Maturity Date (except, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iv) the Borrower shall have delivered updates to the Administrative Agent of all the Schedules referred to in Article III hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment;
(v) At the time of the exercise of the extension hereunder, the Borrower shall have delivered (A) a Compliance Certificate demonstrating that the Borrower is in compliance with the covenants set forth in Article VI as of the end of the most recent Measuring Period ending at least forty-five days prior to such date and (B) a certificate of a Financial Officer of Borrower certifying that such Financial Officer has no knowledge of any change since the end of such applicable Measuring Period that would cause Borrower to not be in compliance with the covenants set forth in Article VI;
(vi) The Borrower shall have paid to the Administrative Agent (which shall promptly notify for the appropriate ratable benefit of the Lenders), request an extension of by the Revolving Maturity Date then in effect for a period of up to one year. Within 20 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 notify the Borrowers and the appropriate Lenders of the Lenders’ responses not less than 24 days after receipt of notice of such extension request. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the originally scheduled Revolving Maturity Date, as a non-refundable extension fee equal to 0.20% of the aggregate amount of the Revolving Credit Exposure and unused Revolving Credit Commitments of the Lenders prior to the Consenting Lenders, shall be extended for one year from the originally scheduled Revolving Maturity Date then in effect, effective as of Date; and
(vii) The Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the applicable Extension Date. The Administrative Agent and the Borrowers shall promptly confirm all reasonable fees and expenses paid to the Lenders third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) 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 Extension 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 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each Revolving Maturity Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Health Properties Inc)
Extension of Revolving Maturity Date. (a) Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary of the Closing Date (an “Extension Date”), the Borrowers The Company may, upon notice by delivery of a Revolving Maturity Date Extension Request to the General Administrative Agent (which shall promptly notify deliver a copy to each of the appropriate Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an extension additional period of one year; provided that there shall be no more than two extensions of the Revolving Maturity Date then in effect for a period of up pursuant to one yearthis Section. Within 20 days of delivery of such noticeEach Revolving Lender shall, each appropriate Lender shall notify by notice to the Company and the General Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it consents agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree 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 notify a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the Borrowers and the appropriate Lenders written consent of the Lenders’ responses not less than 24 days after receipt of Company, elect to become a Consenting Lender by providing written notice of such extension requestelection to the Company and the General Administrative Agent at any time prior to the Existing Maturity Date. If any Lender declines, or is deemed Revolving Lenders constituting the Required Lenders shall have agreed to have declined, to consent to such extension, the applicable Borrower may, at its own expense, cause any such Lender to be replaced as a Lender pursuant to Section 9.17.
(b) The applicable Revolving Maturity Date shall be extended only if Lenders holding at least 51% of all outstanding Commitments (after giving effect to any replacements of Lenders permitted herein) (Extension Request within the “Consenting Lenders”) have consented thereto. If so extended20-day period described above, then the Revolving Maturity DateDate shall, as to the Consenting Lenders, shall be extended for one year from to the first anniversary of the Revolving Maturity Date then theretofore in effect, effective as effect (such Revolving Maturity Date theretofore in effect being called the “Existing Maturity Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the applicable Extension Existing Maturity Date. The Administrative Agent principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall promptly confirm also make such other prepayments of their Revolving Loans pursuant to the Lenders such extension. As a condition precedent to such extension, each Borrower Section 5.06 as shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Date (be required in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such extension and (ii) certifying order 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 termination of the Extension Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate U.S. Revolving Credit Exposures would not exceed the aggregate U.S. Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 5.14(b), at any time on or prior to the Existing Maturity Date, except to replace a Declining Lender with one or more Revolving Lenders or other financial institutions (subject, in the case of any such other financial institution, to the extent consent of the General Administrative Agent and each Issuing Lender, such consent not to be unreasonably withheld or delayed) that such representations and warranties specifically refer will agree to an earlier date, in which case they are true and correct as of such earlier datethe applicable Revolving Maturity Date Extension Request, and except that each such replacement Revolving Lender or financial institution shall for all purposes of this Section 2.13constitute a Consenting Lender. Notwithstanding the foregoing, the representations and warranties contained in subsections (a) no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Revolving Maturity Date Extension Request, the conditions set forth in Sections 7.02(c) (without giving effect to the parenthetical therein, and (b) of with Section 5.4 shall be 6.05 being deemed for this purpose to refer to the most recent financial statements furnished delivered pursuant to subsections (aSection 8.03(a)) shall be satisfied and no Default shall have occurred and be continuing and the General Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Effective Date and executed by a Financial Officer of the Company and (b), respectively, of Section 6.1, ) the Revolving Availability Period and (B) no Default with respect to such Borrower exists. The Borrowers shall prepay any Committed Loans outstanding on each the Revolving Maturity Date (and pay Date, as such terms are used in reference to Letters of Credit issued or to be issued by any additional amounts required pursuant to Section 3.5) to Issuing Lender, will not be extended without the extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares prior written consent of all the Lenderssuch Issuing Lender.
(c) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.
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