Extension of Termination Date. (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 4 contracts

Samples: Credit Agreement (Gatx Corp), Credit Agreement (Gatx Corp), Credit Agreement (Gatx Corp)

Extension of Termination Date. ~~(a)~~ The Borrower ~~may request an extension of~~ shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such ~~time by one year from its then scheduled expiration by giving notice of such request~~ extension (each an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Administrative Agent shall ~~promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request,~~ notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders ~~consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such~~ each time ~~shall, effective as at the date indicated in the applicable~~ it receives an Extension Request ~~(the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~promptly upon receipt thereof. ~~If less than all of the Lenders consent in writing~~ Subject to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the ~~applicable conditions in Article III~~following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the ~~additional one-year period as described in subsection~~ Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of ~~this Section 2.19~~Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and ~~all references in this Agreement, and~~ each other Loan Party in the ~~Notes~~Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if ~~any,~~ made on and as of such date except to the ~~“Termination Date” shall~~extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, ~~with respect to each Consenting Lender~~ in which case such representation or warranty shall have been true and ~~each Assuming Lender~~ correct in all respects) on and as of such earlier date) and except for ~~such Extension Date, refer~~ changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the ~~Termination Date as so extended. Promptly following each Extension Date~~effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent ~~shall notify~~ a certificate from the ~~Lenders (including, without limitation, each Assuming Lender) of~~ chief executive officer or chief financial officer certifying the ~~extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record~~ matters referred to in the ~~Register the relevant information with respect to each such Consenting Lender~~ immediately preceding clauses (a)(i) and ~~each such Assuming Lender~~(a)(ii).

Appears in 4 contracts

Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)

Extension of Termination Date. (a) ~~The~~ So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the conditions set forth in Section 2.19(c), the Borrower ~~may request an extension~~ may, no earlier than sixty days and no later than thirty days prior to each anniversary of the ~~Termination~~ Amendment Effective Date ~~in effect at~~ (such ~~time by one year from its then scheduled expiration by giving notice of such request (~~anniversary, an “Extension ~~Request~~Date”~~) to the Agent. No~~ ), but on no more than two occasions, request through written notice to the Agent (the “Extension ~~Requests~~ Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not Lenders no later than fifteen days prior to the ~~date indicated in~~ then existing Termination Date) (such ~~Extension Request~~date, ~~notify~~ the ~~Borrower and~~ “Consent Date”), advise the Agent in writing as of its desire to ~~whether~~ extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender ~~will consent to such Extension Request. If any Lender shall fail to timely notify~~ that does not advise the Agent ~~and~~ by the ~~Borrower in writing of its consent to any such Extension Request, such Lender~~ Consent Date shall be deemed to be a Non-Consenting Lender. No Lender ~~with respect~~ shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such ~~request~~extension shall not obligate any other Lender to agree to such extension. (b) If the Majority Lenders (determined as of the Consent Date) shall have agreed to such extension, then the then existing Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section 2.19, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent and the LC Issuing Bank to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the ~~Lenders consent~~ Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Aggregate Commitment hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in ~~writing to any such request in accordance with subsection (a) of~~ this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended ~~as to~~ unless the aggregate Commitments of the Consenting Lenders and any ~~other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender~~ Eligible Assignees joining this Agreement pursuant to this Section ~~2.19 and the Commitment(s~~2.19(b) ~~of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on~~ are greater than or ~~prior~~ equal to the ~~applicable Extension Date, the Commitment(s)~~ Outstanding Credits as of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the each Prior Termination Date. (c) ~~If less than all~~ An extension of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced Termination Date pursuant to this Section 2.19 shall ~~have delivered to~~ only become effective upon the receipt by the Agent ~~any Note or Notes held by~~ of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such ~~Non-Consenting Lender. Upon~~ extension of the ~~payment or prepayment of all amounts referred to in clauses~~ Termination Date (i), ) no Unmatured Default or Event of Default has occurred and is continuing and (ii) all representations and ~~(iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender,~~ warranties contained in Section 4.1 are true and correct in all material respects on and as of the ~~Extension Date~~date such extension is made, ~~will be substituted~~ except for such ~~Non-Consenting Lender under this Agreement and~~ representations or warranties which by their terms are made as of a specified date, which shall be ~~a Lender for all purposes~~ true and correct as of ~~this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each~~ such ~~Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged~~specified date. (d) If Effective on and after the Prior Termination Date, (~~after giving effect to any assignments or assumptions pursuant to subsection (c~~i) ~~of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50%~~ each of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect Non-Consenting Lenders shall be ~~extended for the additional one-year period as described in subsection (a) of this~~ automatically released from their respective participations and reimbursement obligations under Section ~~2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall,~~ 2.4 with respect to any LC Outstandings and (ii) the participations and reimbursement obligations of each Lender (other than the Non-Consenting ~~Lender and each Assuming Lender for~~ Lenders) shall be automatically adjusted to equal such ~~Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming~~ Lender) ’s Percentage of ~~the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each~~ such ~~Consenting Lender and each such Assuming Lender~~LC Outstandings.

Appears in 3 contracts

Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)

Extension of Termination Date. (a) So long as no Event of Default has occurred and is continuing, the Borrower may, at least 30 and not more than 60 days prior to each anniversary of the date hereof (the "Extension Notice Date"), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend for one year the Termination Date with respect to such Lender's Commitment. The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower may exercise its right to request an extension of the Termination Date ~~in effect at such time by one~~ under this Section 2.18 once per year ~~from its then scheduled expiration by giving notice~~ no more than five times. (b) Upon receipt of such ~~request~~ notification from the Administrative Agent, each Lender may (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which but shall not be ~~less than ten Business Days after the date of such Extension Request~~required to)~~. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn~~, in its sole and absolute discretion, ~~not~~ agree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, and shall (should it determine to do so), no earlier than 30 days (but in any event no later than 20 days prior to the ~~date indicated in~~ applicable Extension Notice Date) following its receipt of such ~~Extension Request~~notification, notify the ~~Borrower and the~~ Administrative Agent ~~in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower~~ in writing of its consent to such request. If any ~~such Extension Request~~Lender shall not so notify the Administrative Agent, such Lender shall be deemed not to ~~be a Non-Consenting Lender with respect~~ have consented to such request. The Administrative Agent shall thereupon notify the Borrower no later than 15 days prior to the applicable Extension Notice Date as to the Lenders, if any, that have consented to such request. (bc) If ~~all~~ Lenders holding Commitments aggregating more than 50% of the ~~Lenders consent~~ Commitments then in ~~writing~~ effect agree to ~~any~~ such request, the Commitment of each Lender that consents to such request shall be extended for a period of one year, commencing on the applicable Extension Notice Date; subject, however, to the condition precedent that, on or prior to the date of such extension, the Administrative Agent shall have received the following, each dated such date and in ~~accordance with subsection~~ form and substance satisfactory to the Administrative Agent: (ai) a certificate of ~~this Section 2.19,~~ a duly authorized officer of the Borrower to the effect that as of the date of extension of the Termination Date (A) no event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default and (B) the representations and warranties contained in ~~effect at such time shall, effective~~ Section 4.01 are correct in all material respects on and as at of the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of extension of the ~~Lenders consent in writing~~ Termination Date, before and after giving effect to ~~any~~ such ~~request in accordance with subsection~~ extension, as though made on and as of such date, (aii) certified copies of the resolutions of the Board of Directors of the Borrower authorizing such extension and the performance of this ~~Section 2.19~~Agreement on and after the date of extension of the Termination Date, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date ~~in effect at~~ and (iii) an opinion of the counsel of the Borrower, as to such ~~time shall, effective~~ matters related to the foregoing as at the ~~applicable Extension Date and subject~~ Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of ~~this Section 2.19, be extended as~~ any Lender electing not to ~~those Lenders that so consented~~ extend (~~each a “Consenting Lender”~~or failing to notify the Administrative Agent in writing of its consent to extend) ~~but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that~~ the Termination Date ~~is not extended as~~ shall automatically terminate on the then-scheduled Termination Date with respect to ~~any Lender pursuant to this Section 2.19 and~~ the ~~Commitment(s)~~ Commitment of such Lender ~~is not assumed in accordance with subsection~~ (~~c) of this Section 2.19 on or prior~~ without regard to ~~the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without~~ any ~~further notice or other action~~ extension by ~~the Borrower, such Lender or~~ any other ~~Person; provided that such Non-Consenting~~ Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date). (cd) ~~If less than all~~ In the event that any Lender (a "Nonconsenting Lender") shall not consent (or shall be deemed not to have consented) to an extension request of the ~~Lenders consent to any such request~~ Borrower made pursuant to subsection (a) ~~of this Section 2.19~~above, the Borrower ~~may arrange~~ will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for ~~one or more Consenting~~ any Nonconsenting Lender (provided that the other Lenders ~~or other Eligible Assignees approved by~~ shall have the ~~Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ right to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse increase their Commitments ratably according to ~~or warranty by, or expense to, such Non-Consenting Lender; provided, however, that~~ the amount of their Commitments relative to the ~~Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event~~ other Commitments that are to be ~~less than $5,000,000 unless~~ extended up to the amount of the Commitment of such ~~Non-Consenting~~ Nonconsenting Lender ~~is less than $5,000,000~~before the Borrower shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, ~~in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i)~~ provided, however, that the parties to any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall ~~have been paid~~ not be required to ~~such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender,~~ pay the ~~applicable~~ processing and recordation fee ~~required~~ otherwise payable under Section ~~8.07(b) for such assignment shall have been paid; provided~~ 8.07(a)(iv), and provided, further that such ~~Non-Consenting Lender’s rights under Sections 2.11~~Nonconsenting Lender shall, ~~2.14~~ prior to the effectiveness of any such assignment, be paid in full all amounts due to it hereunder. (e) Upon the extension of the Termination Date in accordance with this Section 2.18, the Administrative Agent shall deliver to each Lender and ~~8.04~~LC Issuing Bank a revised Schedule II setting forth the Commitment of each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the extension of the then applicable Termination Date. (f) In the event that any Lender shall not have consented to a request made by the Borrower under this Section 2.18 to extend the Termination Date, then, on the date of any termination of such Lender's Commitment pursuant to this Section 2.18, the Borrower shall pay or prepay to such Lender the aggregate outstanding principal amount of all Advances of such Lender with respect to such termination of its ~~obligations under Section 7.05~~Commitment, ~~shall survive such substitution as to matters occurring prior~~ together with accrued interest to the date of ~~substitution~~such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such Lender hereunder. ~~At least three Business Days prior to~~ In the case of any ~~Extension Date, (A) each~~ such ~~Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender~~prepayment of a Eurodollar Rate Advance, the Borrower ~~and the Agent, (B) any~~ shall be obligated to reimburse each such ~~Consenting~~ Lender ~~shall have delivered confirmation~~ in ~~writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced~~ respect thereof pursuant to ~~this~~ Section ~~2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i~~8.04(b), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 3 contracts

Samples: Credit Agreement (Entergy Gulf States Inc), Credit Agreement (Entergy Gulf States Inc), Credit Agreement (Entergy Gulf States Inc)

Extension of Termination Date. No earlier than sixty (a60) ~~The~~ days and no later than thirty (30) days prior to the Termination Date then in effect, the Borrower ~~may~~ shall have the option to request an extension of the Termination Date ~~in effect~~ for an additional one-year period; provided that no more than two (2) of such one-year extensions shall be permitted hereunder. Any election by a Lender to extend its Commitment will be at such ~~time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”)~~ Lender's sole discretion. Subject to the Agent~~. No more than two Extension Requests shall be delivered by~~ 's receipt of written consents to such extension from the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such requestRequired Lenders, and ~~each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower~~ so long as no Default has occurred and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19is continuing, the Termination Date ~~in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”),~~ shall be extended for ~~one year~~an additional one-year period for each consenting Lender; provided that on each ~~Extension Date the applicable conditions set forth in Article III~~ non-consenting Lender shall be ~~satisfied. If less than all of~~ required only to complete its Commitment up to the ~~Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the~~ previously effective Termination Date in (without giving effect at to such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”extension). ~~To the extent that the Termination Date is not extended as~~ All Obligations and other amounts payable hereunder to ~~any Lender pursuant to this Section 2.19 and the Commitment(s) of~~ such ~~Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non~~non-~~Consenting~~ consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 become due and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made payable by the Borrower ~~for any requested extension of~~ on the previously effective Termination ~~Date.~~ Date (cwithout giving effect to such extension) ~~If less than all of~~ and the ~~Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved~~ aggregate Commitments shall be reduced by the ~~Agent, each Issuing Bank and each Swing Line Bank as Assuming~~ total Commitments of all non-consenting Lenders expiring on such previously effective Termination Date (without giving effect to ~~assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of~~ such ~~Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender~~extension); provided, however, that the ~~amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall~~ Borrower may in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) accordance with ~~respect to any such Assuming Lender, the applicable processing and recordation fee required under~~ Section ~~8.07(b)~~ 8.07 substitute for such ~~assignment shall have been paid; provided further that such Non~~non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note consenting Lenders one or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders more Eligible Assignees (including, without limitation, ~~each Assuming Lender~~any existing Lenders) which shall assume the Commitments of such non-consenting Lenders and purchase the outstanding Revolving Credit Advances held by such non-consenting Lenders. If the consenting Lenders and any new Lenders are willing to commit amounts that, in the aggregate, exceed the Commitments of the ~~extension~~ non-consenting Lenders, the Borrower and the Agent shall allocate the Commitments of the ~~scheduled Termination Date in effect immediately prior thereto~~ non-consenting Lenders among such consenting Lenders and ~~shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender~~new Lenders.

Appears in 3 contracts

Samples: Credit Agreement (Detroit Edison Co), Credit Agreement (Michigan Consolidated Gas Co /Mi/), Five Year Credit Agreement (Detroit Edison Co)

Extension of Termination Date. (a) ~~The Borrower may~~ At least 45 (but no earlier than 60) days prior to each anniversary date hereof and provided all representations and warranties are true and correct in all material respects and no Event of Default has occurred and is continuing, the Company may, at its option, by written notice to the Agent, request that the Lenders extend for an ~~extension of~~ additional 364 days from the Termination Date then in ~~effect at~~ effect; provided, however, that the Company shall not have made the Term Loan Election for Advances outstanding on such ~~time by one year from its then scheduled expiration by giving notice of~~ Termination Date prior to such ~~request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower~~time. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turnLender, in its sole discretion, shall consent or not ~~later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will~~ consent to such ~~Extension Request. If any Lender~~ extension and shall ~~fail to timely~~ notify the Agent ~~and the Borrower in writing~~ of its consent or nonconsent to ~~any~~ such extension within 20 Business Days of notice of such request from the Agent. If all of the Lenders consent in writing, the then applicable Termination Date shall, effective as at such anniversary date (the "Extension Date"), be extended for a period of 364 days from such Extension ~~Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request~~Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than not all of the Lenders ~~consent in writing to any such request in accordance with subsection (a) of this Section 2.19~~consent, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, to an extension of the Termination Date then in effect (the Lenders so consenting in writing being the "Consenting Lenders", and any Lender not so consenting being a "Non-Consenting Lender"), the ~~Borrower may~~ Company may: (i) arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective ~~as of~~ on the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such ~~Non-Consenting~~ Lender under this Agreement thereafter arising, ~~without recourse to~~ and effective on such Extension Date, each such Consenting Lender or ~~warranty by, or expense to,~~ such Assuming Lender will be substituted for such Non-Consenting ~~Lender~~Lender under this Agreement; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount~~10,000,000; ~~and~~ provided further ~~that:~~ that (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender ~~(A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the ~~effective~~ date of the assignment on, the ~~outstanding Advances, if any,~~ Advances of such Non-Consenting ~~Lender plus~~ Lender; (Bii) ~~any accrued but unpaid facility fees owing~~ the Company shall have paid to such Non-Consenting Lender ~~as of the effective date of such assignment; (ii)~~ any and all ~~additional costs reimbursements, expense reimbursements~~ facility fees and ~~indemnities~~ other fees payable to such Non-Consenting ~~Lender,~~ Lender and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder~~under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.10, and any indemnification for Taxes under this Section 2.13) as of the effective date of such ~~assignment shall have been paid to such Non-Consenting Lender~~assignment; ~~and~~ and (iii) with respect to any such Assuming Lender, such Assuming Lender or the Company shall have paid the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such ~~assignment shall have been paid~~assignment; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution~~. At least three Business Days~~ ; provided further that, on or prior to ~~any~~ the tenth day prior to the Extension Date, (Ax) ~~each~~ any such Assuming ~~Lender, if any,~~ Lender shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption ~~Agreement~~Agreement in substantially the form of Exhibit D hereto, duly executed by such Assuming Lender, such Non-Consenting ~~Lender, the Borrower~~ Lender and the ~~Agent~~Company, (By) any such Consenting ~~Lender~~ Bank shall have delivered confirmation in writing satisfactory to the ~~Borrower and the~~ Agent as to ~~the increase in the amount of~~ its increased Commitment and (Cz) each Non-Consenting Lender being replaced pursuant to this ~~Section 2.19~~ clause (i) shall have delivered to the Agent any Revolving Credit Note or Notes held by such Non-Consenting Lender~~. Upon~~ ; and provided further that, if requested by any Assuming Lender, each Borrower, at its own expense, shall have executed and delivered to the ~~payment or prepayment~~ Agent no later than 10:00 A.M. (New York City time) on the Extension Date, Revolving Credit Notes payable to the order of ~~all amounts referred to~~ each such Assuming Lender, if any, dated as of the Extension Date and substantially in ~~clauses (i),~~ the form of Exhibit A-1 hereto; or (ii) ~~and (iii)~~ subject to the giving of ~~the immediately preceding sentence, each~~ notice to such Non-Consenting Lender at least four days prior to the Extension Date, pay, prepay or ~~Assuming Lender~~cause to be prepaid, on and effective as of the Extension Date, ~~will be substituted for~~ all principal of, and interest accrued to the date of such payment on, Advances and all other amounts owing to such Non-Consenting Lender hereunder (including, but not limited to, any increased costs or other additional amounts owing under ~~this Agreement~~ Section 2.10 and ~~shall be a Lender~~ any indemnification for ~~all purposes~~ Taxes under Section 2.13) and terminate in whole any Non-Consenting Lender's Commitment, notwithstanding the provisions of ~~this Agreement~~Section 2.05; and, ~~without any further acknowledgment by~~ upon such payment or ~~the consent of the other Lenders~~prepayment, ~~and~~ the obligations of ~~each~~ such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05 shall survive such release and discharge as to matters occurring prior to the Extension Date. (dc) ~~If (after giving effect~~ In the event that, on or prior to ~~any assignments~~ the then applicable Extension Date, all Non-Consenting Lenders shall have been superseded by Consenting Lenders or ~~assumptions~~ Assuming Lenders or shall have had their Commitments terminated pursuant to subsection (cb)(i) ~~of this Section 2.19~~or (b)(ii) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article IIIabove, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) ~~of this Section 2.19~~above, each Non-Consenting Lender shall have no further Commitment hereunder, and ~~all references in this Agreement, and in the Notes~~each Assuming Lender, if any, shall thereafter be substituted as a party to this Agreement and be a Lender for the purposes of this Agreement, without any further acknowledgment by or the consent of the Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit Notes to the ~~“Termination Date” shall, with respect to each Consenting Lender~~ respective Assuming Lenders requesting such Notes and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each ~~such~~ Consenting Lender and each such Assuming Lender. (d) In the event that (x) as to a Non-Consenting Lender, neither procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a timely basis or (y) the Company shall, by written notice to the Agent at least four days prior to the Extension Date, withdraw its request for the extension of the Termination Date then in effect, such request by the Company shall be deemed not to have been made, all actions theretofore taken under subsection (b)(i) or (b)(ii) above shall be deemed to be of no effect, the Agent shall return any Revolving Credit Notes received from any Non-Consenting Lender to such Non-Consenting Lender and all the rights and obligations of the parties shall continue as if no such request had been made.

Appears in 3 contracts

Samples: 364 Day Backstop Credit Agreement (Alliedsignal Inc), 364 Day Backstop Credit Agreement (Alliedsignal Inc), 364 Day Backstop Credit Agreement (Alliedsignal Inc)

Extension of Termination Date. (a) ~~The Borrower~~ Provided that the Company has not previously made a Term Loan Election pursuant to Section 2.06, at least 35 days but not more than 45 days prior to the Termination Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 25 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 25 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company on the next succeeding Business Day of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent~~(each, ~~each Issuing Bank and each Swing Line Bank as~~ an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an agreement in form and substance reasonably satisfactory to the Agent and the Company (each, an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) ~~of the immediately preceding sentence~~above, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 3 contracts

Samples: 364 Day Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent,~~ (each ~~Issuing Bank~~ such Eligible Assignee and each ~~Swing Line Bank as~~ bank or other entity that agrees to a Commitment Increase in accordance with Section 2.19(d), an "Assuming ~~Lenders~~ Lender") ") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an agreement in form and substance satisfactory to the Company and the Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, ~~such Non-Consenting Lender,~~ the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.this

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Goodrich Corp), 364 Day Credit Agreement (Goodrich Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.[Reserved] (d) If (after giving effect to any assignments or assumptions pursuant to ~~subsection (c) of this~~ Section ~~2.19~~2.17(b)) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in ~~effect~~ effect, with respect to each Consenting Lender and Assuming Lender therefor, shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) As to any Non-Consenting Lender that is not replaced pursuant to Section 2.17(b) in connection with any Extension Date, its Commitment shall terminate on the Termination Date without giving effect to such Extension Date, and the respective LC Exposures of the other Lenders shall be redetermined on such date on the basis of their respective Commitments after giving effect to such termination and the LC Exposure of each Lender whose Commitment terminates at that time shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of the respective LC Exposures of the Lenders within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Loans, and such redetermination and termination of LC Exposures shall be conditioned upon its having done so; and provided further that such Non-Consenting Lender’s rights under Section 2.13, 2.15 and 8.03, and its obligations under Section 8.03(c), shall survive the Termination Date for such Lender as to matters occurring prior to such date.

Appears in 2 contracts

Samples: Credit Agreement (Applied Materials Inc /De), Credit Agreement (Applied Materials Inc /De)

Extension of Termination Date. (a) ~~The Borrower~~ At least 35 days but not more than 50 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in~~ applicable anniversary of the ~~applicable Extension Request~~ Effective Date (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the applicable anniversary of the Effective Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the ~~applicable~~ conditions in ~~Article III~~Section 3.02, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 15 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 15 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than ten days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If ~~less~~ fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, ~~the Commitment(s)~~ each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by ~~the Agent,~~ each Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the second immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company and the Swing Line Agent, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days (or such other time frame as may be agreed by the Agent in its sole discretion) prior to any anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than ~~one~~ three Business ~~Day~~ Days prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination ~~Date”~~ Date shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.17, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of to the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Washington Post Co), 364 Day Credit Agreement (Washington Post Co)

Extension of Termination Date. The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the Initial Termination Date, request that Lenders extend the date on which all Commitments are scheduled to expire hereunder to December 2, 2020 (the “Extended Termination Date”). On the Initial Termination Date, such extension will become effective subject to the Borrower’s timely delivery of such notice to the Administrative Agent and payment of the Extension Fee, and provided that both on the notice delivery date and on the Initial Termination Date (i) no Default or Event of Default shall have occurred and be continuing, (ii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the Initial Termination Date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date), (iii) the Administrative Agent shall have received an Appraisal for any Borrowing Base Property for which an Appraisal has not been completed within the twelve (12) months preceding the Initial Termination Date, (iv) Borrower shall have delivered to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Initial Termination Date, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall not exceed the Borrowing Base (including after giving effect to the reduction contained in clause (a) ~~The Borrower may request an extension~~ of the definition of “Borrowing Base Value” that shall occur on the Initial Termination ~~Date in effect at such time by one year from its then scheduled expiration by giving notice of such request~~ Date), and (~~an “Extension Request”~~v) Borrower shall have delivered to ~~the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (~~Administrative Agent a certificate which shall ~~not be~~ establish pro forma compliance with a Consolidated Leverage Ratio of less than ~~ten Business Days~~ or equal to 0.60 to 1.00. Should such extension become effective, the terms and conditions of this Agreement will apply during the extension period, and from and after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19extension, the ~~Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the~~ defined term “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” ~~shall~~shall mean December 2, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender2020.

Appears in 2 contracts

Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Extension of Termination Date. (a) The ~~Borrower~~ Company, by written notice to the Agent at least 45 days prior to any Extension Date (as defined below), may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration. The Company may make any such request ~~(an “Extension Request”)~~ up to ~~the Agent. No~~ two times but not more than ~~two~~ once in any calendar year, provided that the first Extension ~~Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Date shall not be ~~less~~ earlier than ~~ten Business Days after~~ the ~~date~~ first anniversary of ~~such Extension Request)~~the Effective Date. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not~~ no later than 35 days prior to the ~~date indicated in such~~ applicable Extension ~~Request~~Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such request for extension of the Termination Date at least 35 days prior to the applicable Extension ~~Request~~Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 30 days prior to the applicable Extension Date of the decision of the Lenders regarding such request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the date ~~indicated~~ specified in the applicable ~~Extension Request~~ extension request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the applicable Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the applicable Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 25 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b)(iii) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive such substitution as to matters occurring prior to the date of substitution. ~~At least three Business Days~~ On or prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower,~~ Company and, subject to the satisfaction of the ~~applicable~~ conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Extension of Termination Date. (a) The ~~Borrower~~ Company or the Co-Borrower, by written notice to the Agent at least 45 days prior to any Extension Date (as defined below), may request an extension of the Termination Date applicable to the Company and the Designated Subsidiaries or the Termination Date applicable to the Co-Borrower in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration. The Company or the Co-Borrower may make any such request ~~(an “Extension Request”)~~ up to ~~the Agent. No~~ two times but not more than ~~two~~ once in any calendar year, provided that the first Extension ~~Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Date shall not be ~~less~~ earlier than ~~ten Business Days after~~ the ~~date~~ first anniversary of ~~such Extension Request)~~the Effective Date. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not~~ no later than 35 days prior to the ~~date indicated in such~~ applicable Extension ~~Request~~Date, notify ~~the~~ such Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Company and/or the Co-Borrower in writing of its consent to any such request for extension of the Termination Date at least 35 days prior to the applicable Extension ~~Request~~Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company and/or the Co-Borrower not later than 30 days prior to the applicable Extension Date of the decision of the Lenders regarding such request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date applicable to the Company and the Designated Subsidiaries or the Termination Date applicable to the Co-Borrower in effect at such time shall, effective as at the date ~~indicated~~ specified in the applicable ~~Extension Request~~ extension request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.04 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the applicable Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the applicable Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by ~~the~~ any Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 25 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and/or the Co-Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company and/or the Co-Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b)(iii) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and/or the Co-Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and/or the Co-Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and/or the Co-Borrower and the Agent (each an “Assumption Agreement”) as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Company and/or the Co-Borrower, and, subject to the satisfaction of the ~~applicable~~ conditions in ~~Article III~~Section 3.04, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.13, ~~2.14~~ 2.15 and ~~8.04~~8.03, and its obligations under Section ~~7.05~~8.03(c), shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent, provided that no Lender shall be subject to an increase in its Commitment in excess of the Commitment amount which it indicated it is willing to assume. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding ~~Advances~~Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b)~~ 8.04 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.13, ~~2.14~~ 2.15 and ~~8.04~~8.03, and its obligations under Section ~~7.05~~8.03(c), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Administrative Agent any Note ~~or Notes~~ held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than its obligations under Section 8.03(c) as to matters occurring prior to the date of substitution) shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in ~~effect~~ effect, with respect to each Consenting Lender and Assuming Lender therefor, shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) As to any Non-Consenting Lender that is not replaced pursuant to this Section 2.20 in connection with any Extension Date, its Commitment shall terminate on the Termination Date without giving effect to such Extension Date, and the respective LC Exposures of the other Lenders shall be redetermined on such date on the basis of their respective Commitments after giving effect to such termination and the LC Exposure of each Lender whose Commitment terminates at that time shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of the respective LC Exposures of the Lenders within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Loans, and such redetermination and termination of LC Exposures shall be conditioned upon its having done so.

Appears in 2 contracts

Samples: Credit Agreement (Applied Materials Inc /De), Credit Agreement (Applied Materials Inc /De)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; ~~provided~~ provided, that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further ~~acknowledgment~~ acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions ~~hereof~~thereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (cb) of this Section 2.19) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (International Flavors & Fragrances Inc), 364 Day Credit Agreement (International Flavors & Fragrances Inc)

Extension of Termination Date. (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not Not later than the date ~~indicated~~ 45 days prior to the applicable Termination Date then in effect, the Company may deliver to the Administrative Agent a notice requesting that the Term Loans be extended to such date as the Company may specify in such ~~Extension Request~~notice (the “Extended Termination Date”), and the Administrative Agent shall promptly forward such notice to the Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the ~~Borrower and the~~ Administrative Agent ~~in writing as~~ of its willingness or unwillingness so to ~~whether such~~ extend all of its Term Loans. Any Lender ~~will consent to such Extension Request. If any Lender~~ which shall fail so to ~~timely~~ notify the Administrative Agent ~~and the Borrower in writing of its consent to any~~ within such ~~Extension Request, such Lender~~ period shall be deemed to ~~be a Non-Consenting Lender with respect~~ have declined to ~~such request. (b) If all~~ extend its Term Loans. In the event that Lenders ~~consent in writing~~ having outstanding Term Loans equal to ~~any such request in accordance with subsection (a)~~ 35% or more of ~~this Section 2.19,~~ the ~~Termination Date in effect~~ aggregate Term Loans outstanding at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be ~~satisfied. If less than all of the Lenders consent in writing~~ willing to ~~any such request in accordance with subsection (a) of this Section 2.19~~extend their respective Term Loans, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower, and, subject~~ Company and each Lender and the applicable Termination Date for each consenting Lender shall without further action be extended to the ~~satisfaction~~ Extended Termination Date. In the event that any Lender shall be unwilling to extend its Term Loans, the Term Loans of such Lender will not be extended and the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as ~~so extended~~to that Lender shall remain unchanged. ~~Promptly following each Extension Date~~The scheduled amortization payments of principal of any extended Term Loans occurring after the original applicable Termination Date shall be determined by the Term Loan Lenders that have agreed to such extension and the Company. The Company may replace any Lender that has not agreed to extend its Term Loans (a “Non-Extending Lender”) pursuant to Section 2.17(b). Notwithstanding the terms of Section 10.01, the Company and the Administrative Agent shall ~~notify~~ be entitled (with the ~~Lenders (including, without limitation, each Assuming Lender)~~ consent of the extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Administrative Agent and the Company believe are necessary to appropriately reflect any extension ~~of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect~~ pursuant to ~~each such Consenting Lender and each such Assuming Lender~~this Section 2.04(b).

Appears in 2 contracts

Samples: Credit Agreement (Blue Cube Spinco Inc.), Credit Agreement (Olin Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to the first and/or second anniversary of the Effective Date (the “Applicable Anniversary”), the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which ~~shall not~~ request may be ~~less than ten Business Days after the date~~ conditioned on a minimum level of ~~such Extension Request~~Revolving Credit Commitments from Consenting Lenders and Assuming Lenders). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the ~~date indicated in such Extension Request~~Applicable Anniversary, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the Applicable Anniversary, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 25 days prior to the Applicable Anniversary of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with ~~subsection (a) of this~~ Section ~~2.19~~2.19(a), the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Applicable Anniversary (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with ~~subsection (a) of this~~ Section ~~2.19~~2.19(a), the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to ~~subsection (d) of this~~ Section ~~2.19~~2.19(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with ~~subsection (c~~Section 2.19(c) ~~of this Section 2.19~~ on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to ~~subsection (a)~~ Section 2.19(a), the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than ten days prior to the Extension Date of ~~this Section 2.19~~the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 20,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~20,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive such substitution as to matters occurring prior to the date of substitution. At least ~~three~~ five Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender~~Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to ~~subsection (c) of this~~ Section ~~2.19~~2.19(c)) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.02, the Termination Date for each Consenting Lender and each Assuming Lender then in effect shall be extended for the additional ~~one-~~one year period as described in ~~subsection (a) of this~~ Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to 2.19(b); provided that the Termination Date as for each Non-Consenting Lender shall not be so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. On and after each Extension Date, the Ratable Share of each Lender’s participation in Letters of Credit and in L/C Obligations shall be calculated after giving effect to the Revolving Credit Commitments of the Lenders after the occurrence of such Extension Date.

Appears in 2 contracts

Samples: Credit Agreement (Travelers Companies, Inc.), Credit Agreement (Travelers Companies, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to any or all of the first, second, third or fourth anniversaries of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such ~~Non-~~Non- Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender~~Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. Each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall deliver to the Agent any Note or Notes held by such Non-Consenting Lender. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Snap on Inc), Credit Agreement (Snap on Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to any or all of the first, second, third or fourth anniversaries of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(b)(iv) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption ~~Agreement~~Agreement or Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender~~Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. Each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall deliver to the Borrower any Note or Notes held by such Non-Consenting Lender. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (SNAP-ON Inc), Five Year Credit Agreement (SNAP-ON Inc)

Extension of Termination Date. The Borrower shall have the right, exercisable two (a2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Revolving Termination Date and Term Loan Maturity Date by one year. The Borrower may ~~request an extension of~~ exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Revolving Termination Date ~~in effect at~~ and/or Term Loan Maturity Date, as applicable, a written request for such ~~time by one year from its then scheduled expiration by giving notice of such request~~ extension (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Administrative Agent shall ~~promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request,~~ notify the ~~Borrower and~~ Revolving Lenders and/or Term Loan Lenders, as applicable, if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19following conditions, the Revolving Termination Date ~~in effect at such time shall~~and/or the Term Loan Maturity Date, ~~effective~~ as ~~at the date indicated in the applicable Extension Request (the “Extension Date”)~~applicable, shall be extended for one ~~year; provided that on each~~ year effective upon receipt by the Administrative Agent of the Extension ~~Date~~ Request and payment of the applicable ~~conditions set forth~~ fee referred to in ~~Article III shall be satisfied. If less than all of~~ the ~~Lenders consent in writing to any such request in accordance with subsection~~ following clause (ay): (x) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring immediately prior to such ~~date. It is understood~~ extension and ~~agreed that~~ immediately after giving effect thereto, (A) no ~~Lender~~ Default or Event of Default shall ~~have any obligation whatsoever to agree to any request~~ exist and (B) the representations and warranties made or deemed made by the Borrower ~~for~~ or any ~~requested extension~~ other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to a representation or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000qualified by materiality, in which case such ~~Assuming Lender~~ representation or warranty shall ~~assume~~ be true and correct in all ~~of such lesser amount; and provided further that: (i~~respects) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of on the effective date of such ~~assignment;~~ increase except to the extent that such representations and warranties expressly relate solely to an earlier date (~~ii) all additional costs reimbursements, expense reimbursements~~ in which case such representations and ~~indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment~~ warranties shall have been ~~paid to~~ true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such ~~Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment~~ representation or warranty shall have been ~~paid; provided further that~~ true and correct in all respects) on and as of such ~~Non-Consenting Lender’s rights~~ earlier date) and except for changes in factual circumstances specifically and expressly permitted under ~~Sections 2.11, 2.14 and 8.04~~the Loan Documents, and ~~its obligations~~ (y) the Borrower shall have paid the Fees payable under Section ~~7.05, shall survive such substitution as to matters occurring~~ 3.5.(b). At any time prior to the ~~date~~ effectiveness of ~~substitution. At least three Business Days prior to~~ any ~~Extension Date~~such extension, ~~(A) each such Assuming Lender, if any, shall have delivered to~~ upon the ~~Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender~~Administrative Agent’s request, the Borrower ~~and the Agent, (B) any such Consenting Lender~~ shall ~~have delivered confirmation in writing satisfactory~~ deliver to the ~~Borrower and~~ Administrative Agent a certificate from a Financial Officer certifying the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts matters referred to in the immediately preceding clauses (~~i), (ii~~x)(A) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedx)(B). (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Broadstone Net Lease Inc), Credit Agreement (Broadstone Net Lease Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 ----------------------------- days but not more than 60 days prior to each of the first and second Anniversary Dates, the Borrower, by written notice to the Paying Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not later than the date indicated in~~ at least 20 days prior to such ~~Extension Request~~Anniversary Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Paying Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the pending Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the next Anniversary Date (the "Extension Date"), be extended for one calendar year; provided that on each -------------- -------- Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender ----------------- (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not --------------------- extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's -------- rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all~~ Lenders holding at least a majority in interest of the ~~Lenders~~ aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the ~~Agent, each Issuing Bank and each Swing Line Bank as~~ applicable Extension Date being an "Assuming ~~Lenders~~ Lender") to assume, effective as of --------------- the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such -------- ------- Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:: -------- ------- (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ Facility ---- Fees and fees pursuant to Section 2.03(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ -------- ------- 2.13, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such -------------------- Non-Consenting Lender, the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.16) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Paying Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this Agreement, and in the Notes, if any, to the “"Termination ----------- Date” " shall, with respect to each Consenting Lender and each Assuming Lender for ---- such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Effective Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 15 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 15 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than ten days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If ~~less~~ fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, ~~the Commitment(s)~~ each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by ~~the Agent,~~ each Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the second immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company and the Swing Line Agent, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)

Extension of Termination Date. ~~(a) The Borrower~~ At least 30 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may ~~request an~~ request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)Date. The Administrative Agent shall promptly notify each Lender of such ~~request,~~ request and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “Extension Date”), be extended for an additional one ~~year;~~ year period, provided that (i) the Administrative Agent shall have received not later than 30 days prior to the Termination Date a new Appraisal of each Borrowing Base Asset, (ii) the Borrower shall have paid the Extension Fees as described in Section 2.08(e) and (iii) on ~~each~~ the Extension Date the ~~applicable conditions set forth in Article III~~ following statements shall be ~~satisfied. If less than all~~ true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a Responsible Officer of the ~~Lenders consent in writing to any such request in accordance with subsection~~ Borrower, dated the Extension Date, stating that: (a) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of ~~this Section 2.19,~~ the ~~Termination Date in effect at such time shall, effective as at the applicable~~ Extension Date ~~and subject~~ (except to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), and (b) no Default or Event of Default has occurred and is continuing or would result from such extension. In the ~~Termination Date~~ event that an extension is ~~not extended as to any Lender~~ effected pursuant to this Section ~~2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection~~ 2.16 (~~c) of this Section 2.19 on or prior~~ but subject to the ~~applicable Extension Date~~provisions of Sections 2.05, 2.06 and 6.01), the ~~Commitment(s)~~ aggregate principal amount of ~~such Non-Consenting Lender~~ all Advances shall ~~automatically terminate~~ be repaid in ~~whole~~ full ratably to the Lenders on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date ~~for such Lender~~ as ~~to matters occurring prior to such date~~so extended. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as As of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, ~~and in~~ the Notes, if any, or any of the other Loan Documents to the “Termination Date” ~~shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date,~~ shall refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.)

Extension of Termination Date. ~~(a)~~ The Borrower ~~may request an extension of the Termination Date in effect at such time~~ may, by ~~one year from its then scheduled expiration by giving~~ notice ~~of such request (an “Extension Request”)~~ to the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested~~ Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the Initial Termination Date, request that Lenders extend the date on which the Revolving Credit Commitments are scheduled to expire hereunder to August 7, 2023 (the “Extended Termination Date”). On the Initial Termination Date, such extension will become effective subject to the Borrower’s timely delivery of such notice to the Administrative Agent and payment of the Extension Fee, and provided that both on the notice delivery date and on the Initial Termination Date (i) no Default or Event of Default shall have occurred and be ~~less than ten Business Days~~ continuing, (ii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the Initial Termination Date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date), (iii) the Administrative Agent shall have received an Appraisal for any Borrowing Base Property for which an Appraisal has not been completed within the twelve (12) months preceding the Initial Termination Date, and (iv) Borrower shall have delivered to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Initial Termination Date, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall not exceed the Borrowing Base. Should such extension become effective, the terms and conditions of this Agreement will apply during the extension period, and from and after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19extension, the ~~Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the~~ defined term “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Scheduled Termination Date” ~~shall~~shall mean August 7, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender2023.

Appears in 2 contracts

Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to either or both of the first and second Extension Effective Dates, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not later than the date indicated in~~ at least 20 days prior to such Extension ~~Request~~Effective Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the pending Extension Effective Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the next Extension Effective Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all~~ Lenders holding at least a majority in interest of the ~~Lenders~~ aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the ~~Agent~~applicable Extension Date, ~~each Issuing Bank~~ and each ~~Swing Line Bank as~~ Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19 being an “Assuming ~~Lenders~~ Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ Commitment Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, ~~such Non-Consenting Lender,~~ the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.

Appears in 2 contracts

Samples: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “Extension Date”), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.17, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of to the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Washington Post Co), Credit Agreement (Washington Post Co)

Extension of Termination Date. ~~(a)~~ The ~~Borrower~~ Company may request an extension of the then current Termination Date ~~in effect at such time by~~ for a period of one year ~~from its then scheduled expiration~~ by ~~giving notice of such~~ submitting a request for an extension to the Agent (an “"Extension Request”") not more than 60 days, but not less than 30 days, prior to each yearly anniversary of the Restructuring Date. Promptly upon receipt of an Extension Request, the Agent shall deliver a copy thereof to the Lenders. Each Lender may, by an irrevocable notice (a "Consent Notice") to the ~~Agent. No more than two~~ Company and the Agent given within 30 days after receipt of the Extension ~~Requests shall be delivered~~ Request by the ~~Borrower. Each~~ Agent, consent to such Extension Request ~~shall indicate~~ by the ~~date~~ Company, which consent may be given or withheld by ~~which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify~~ each Lender ~~of such request, and each Lender shall in turn,~~ in its sole discretion~~, not later than the date indicated in such Extension Request, notify the Borrower and the Agent~~ . Failure by any Lender to give its consent in writing ~~as to whether~~ within such 30 day period shall be deemed a refusal by such Lender ~~will consent to~~ of such Extension Request. If ~~any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any~~ such Extension ~~Request, such Lender shall be deemed~~ Request is consented to ~~be a Non-Consenting Lender with respect to such request. (b) If~~ by all of the ~~Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19~~Lenders, the Termination Date ~~in effect at~~ shall be extended as requested by the Company. If such ~~time shall, effective as at the date indicated in the applicable~~ Extension Request (is not consented to by Lenders holding at least 66-2/3% of the ~~“Extension Date”)~~Aggregate Commitment, ~~be extended for one year; provided that on each Extension Date~~ the ~~applicable conditions set forth in Article III~~ Company's request shall be ~~satisfied~~denied and the Termination Date shall remain unchanged. If the Company's request is consented to by Lenders holding at least 66-2/3% but less than ~~all~~ 100% of the ~~Lenders consent in writing to any such request in accordance with subsection~~ Aggregate Commitment, (a) ~~of this Section 2.19,~~ the Termination Date ~~in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19,~~ shall be extended as with respect to those Lenders ~~that so~~ who have consented to such Extension Request and (~~each a “Consenting Lender”~~b) ~~but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that~~ the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each ~~Consenting~~ non-consenting Lender ~~and each Assuming Lender~~ shall remain unchanged, provided that the Company may (x) arrange for ~~such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders~~ a sale (~~including, without limitation, each Assuming Lender~~at par) of the ~~extension~~ Commitment and all outstanding Loans held by any such nonconsenting Lender pursuant to the terms of Section 13.3 and any such non-consenting Lender will promptly enter into any such sale arranged by the Company or (y) offer such Commitment and all outstanding Loans held by such Lender to all of the ~~scheduled Termination Date~~ other Lenders pursuant to the procedure set forth in ~~effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.~~Section 2.5.11

Appears in 2 contracts

Samples: Credit Agreement (Illinois Tool Works Inc), Credit Agreement (Illinois Tool Works Inc)

Extension of Termination Date. ~~(a) The~~ Not more than once in any fiscal year of the Borrower, the Borrower may request an a one-year extension of the Termination Date ~~in effect at such time~~ by ~~one year from its then scheduled expiration by giving notice of such~~ submitting a written request for an extension to the Administrative Agent (an “Extension Request”~~) to~~ ), provided the ~~Agent. No more than two~~ Extension ~~Requests~~ Request shall be delivered by not later than one year before the ~~Borrower. Each such Extension Request~~ Termination Date and that the requested Termination Date shall ~~indicate the date by which responses are requested~~ be no more than five (~~which shall not be less than ten Business Days~~ 5) years after the date on which the Extension Request is received. Promptly following receipt of ~~such~~ a Extension Request~~). The~~ , the Administrative Agent shall ~~promptly~~ notify each Lender of ~~such request~~the contents thereof, shall request each Lender to approve the Extension Request, and ~~each Lender~~ shall ~~in turn, in its sole discretion, not later than~~ specify the date ~~indicated~~ (which must be at least 30 days after the Extension Request is delivered to the Lenders) as of which the Lenders must respond to the Extension Request (the “Reply Date”). If Lenders whose Pro Rata Shares equal or exceed in the aggregate 66-2/3% of all Pro Rata Shares do not consent in writing to such extension on or before the Reply Date, the Extension Request shall be denied. If such written consent is received on or before the Reply Date from Lenders whose Pro Rata Shares equal or exceed in the aggregate 66 2/3% of all Pro Rata Shares, the Termination Date shall be extended by one year as requested in such Extension Request, ~~notify~~ but such extension shall only apply to the ~~Borrower~~ Lenders that have so consented and ~~the Agent in writing as~~ shall not apply to ~~whether such Lender will consent to such Extension Request. If~~ any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that has not so consented (~~each a “Consenting Lender”) but shall not be extended as to any other Lender (each~~ each, a “Non-Consenting Lender”). To Except to the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a ~~result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such~~ Non-Consenting Lender is ~~less than $5,000,000~~replaced (as provided in Section 2.24 hereof) prior to the Termination Date (as determined prior to such Extension Request), ~~in which case~~ then on such ~~Assuming Lender shall assume all of such lesser amount; and provided further that:~~ date (i) ~~any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender ~~hereunder shall~~shall terminate, (ii) the Aggregate Commitment shall be reduced by the ~~provisions hereof~~aggregate amount of such terminated Commitments and (iii) all Loans and other Obligations to each such Non-Consenting Lender shall be paid in full by the Borrower. If the Aggregate Credit Exposure following the payment provided for in clause (iii) above exceeds the Aggregate Commitment (as reduced as provided in clause (ii) above), ~~be released~~ (A) the Borrower shall pay, on the date on which the Commitment of the Non-Consenting Lender terminates, Loans in the amounts necessary to cause such Aggregate Credit Exposure to equal but not exceed the Aggregate Commitment (as so reduced) and ~~discharged.~~ (dB) If if the outstanding Facility Letter of Credit Obligations exceed the Aggregate Commitment (~~after giving effect~~ as so reduced), the Borrower shall pay to ~~any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments~~ the Administrative Agent on such date an amount equal to ~~at least 50%~~ the amount by which the outstanding Facility Letter of Credit Obligations exceed the ~~Revolving~~ Aggregate Commitment (as so reduced), which funds shall be held in the Letter of Credit ~~Commitments~~ Collateral Account in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, accordance with and subject to the ~~satisfaction~~ terms of ~~the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this~~ Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender2.17(h).

Appears in 2 contracts

Samples: Credit Agreement (Lennar Corp /New/), Credit Agreement (Lennar Corp /New/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If ~~less~~ fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, ~~the Commitment(s)~~ each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by ~~the Agent,~~ each Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to each anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary of the ~~date indicated in such Extension Request~~Effective Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary of the Effective Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to such anniversary of the Effective Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in~~ applicable anniversary of the ~~applicable Extension Request~~ Effective Date (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the applicable anniversary of the Effective Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent~~(each, ~~each Issuing Bank and each Swing Line Bank as~~ an "Assuming ~~Lenders~~ Lender") to assume, effective as of any date not later than three months after the applicable Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an agreement in form and substance reasonably satisfactory to the Agent and the Company (each, an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Interpublic Group of Companies Inc), Credit Agreement (Interpublic Group of Companies Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 15 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Administrative Agent in writing as to whether such ~~Lender~~ Xxxxxx will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 15 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than ten days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If ~~less~~ fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, ~~the Commitment(s)~~ each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by ~~the Agent,~~ each Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the second immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company and the Swing Line Agent, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of ~~the immediately preceding sentence~~this Section 2.19(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Extension of Termination Date. (a) The ~~Borrower~~ Company, by written notice to the Agent at least 45 days prior to any Extension Date (as defined below), may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration. The Company may make any such request ~~(an “Extension Request”)~~ up to ~~the Agent. No~~ two times but not more than ~~two~~ once in any calendar year, provided that the first Extension ~~Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Date shall not be ~~less~~ earlier than ~~ten Business Days after~~ the ~~date~~ first anniversary of ~~such Extension Request)~~the Effective Date. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not~~ no later than 35 days prior to the ~~date indicated in such~~ applicable Extension ~~Request~~Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such request for extension of the Termination Date at least 35 days prior to the applicable Extension ~~Request~~Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 30 days prior to the applicable Extension Date of the decision of the Lenders regarding such request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the date ~~indicated~~ specified in the applicable ~~Extension Request~~ extension request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the applicable Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the applicable Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b)(iii) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive such substitution as to matters occurring prior to the date of substitution. ~~At least three Business Days~~ On or prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower,~~ Company and, subject to the satisfaction of the ~~applicable~~ conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (At&t Inc.), Credit Agreement (At&t Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “Extension Date”), be extended for one year; provided that on each Extension Date (i) the ~~applicable conditions set forth~~ representations and warranties contained in ~~Article III~~ Section 4.01 shall be ~~satisfied~~correct on and as of such date, before and after giving effect to such Extension Date, as though made on and as of such date and (ii) no event shall have occurred and be continuing, or would result from such Extension Date, that constitutes a Default. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Borrower, and the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees and commissions owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment~~ Commitment(s) and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the ~~satisfaction~~ condition that (i) the representations and warranties contained in Section 4.01 shall be correct on and as of ~~the applicable conditions in Article III~~such date, before and after giving effect to such Extension Date, as though made on and as of such date and (ii) no event shall have occurred and be continuing, or would result from such Extension Date, that constitutes a Default, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the ~~Notes, if any~~other Loan Documents, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to either or both of the first and second anniversaries of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than ~~one~~ three Business ~~Day~~ Days prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny)

Extension of Termination Date. No earlier than sixty (a60) ~~The~~ days and no later than thirty (30) days prior to the Termination Date then in effect, the Borrower ~~may~~ shall have the option to request an extension of the Termination Date ~~in effect~~ for an additional one-year period; provided that no more than two (2) of such one-year extensions shall be permitted hereunder. Any election by a Lender to extend its Commitment will be at such ~~time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”)~~ Lender's sole discretion. Subject to the Agent~~. No more than two Extension Requests shall be delivered by~~ 's receipt of written consents to such extension from the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such requestRequired Lenders, and ~~each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower~~ so long as no Default has occurred and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19is continuing, the Termination Date ~~in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”),~~ shall be extended for ~~one year~~an additional one-year period for each consenting Lender; provided that on each ~~Extension Date the applicable conditions set forth in Article III~~ non-consenting Lender shall be ~~satisfied. If less than all of~~ required only to complete its Commitment up to the ~~Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the~~ previously effective Termination Date in (without giving effect at to such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”extension). ~~To the extent that the Termination Date is not extended as~~ All Obligations and other amounts payable hereunder to ~~any Lender pursuant to this Section 2.19 and the Commitment(s) of~~ such ~~Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non~~non-~~Consenting~~ consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 become due and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made payable by the Borrower ~~for any requested extension of~~ on the previously effective Termination ~~Date.~~ Date (cwithout giving effect to such extension) ~~If less than all of~~ and the ~~Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved~~ aggregate Commitments shall be reduced by the ~~Agent, each Issuing Bank and each Swing Line Bank as Assuming~~ total Commitments of all non-consenting Lenders expiring on such previously effective Termination Date (without giving effect to ~~assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of~~ such ~~Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender~~extension); provided, however, that the ~~amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall~~ Borrower may in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) accordance with ~~respect to any such Assuming Lender, the applicable processing and recordation fee required under~~ Section ~~8.07(b)~~ 8.07 substitute for such ~~assignment shall have been paid; provided further that such Non~~non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note consenting Lenders one or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders more Eligible Assignees (including, without limitation, ~~each Assuming Lender~~any existing Lenders) which shall assume the Commitments of such non-consenting Lenders and purchase the Outstanding Credit Exposures held by such non-consenting Lenders. If the consenting Lenders and any new Lenders are willing to commit amounts that, in the aggregate, exceed the Commitments of the ~~extension~~ non-consenting Lenders, the Borrower and the Agent shall allocate the Commitments of the ~~scheduled Termination Date in effect immediately prior thereto~~ non-consenting Lenders among such consenting Lenders and ~~shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender~~new Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Dte Energy Co), Five Year Credit Agreement (Dte Energy Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower in writing not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower' request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension ~~Date~~ Date, the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, subject to Section 2.17(d) and effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ that agrees to an extension of the ~~Agent, each Issuing Bank and each Swing Line Bank as~~ Termination Date (an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been ~~paid~~paid by the Assuming Lender; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an assumption agreement in substantially the form of Exhibit D (each an "Assumption Agreement") or an Assignment and Acceptance, as appropriate, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than 50% of the Commitments (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption ~~Agreement~~ Agreement, an Assignment and Acceptance or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, ~~subject to the~~ upon satisfaction of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 2 contracts

Samples: Credit Agreement (Monsanto Co /New/), 364 Day Credit Agreement (Monsanto Co /New/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 15 days after the date ~~indicated in~~ of such ~~Extension Request~~extension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date within 15 days after the date of such extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 10 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, the applicable conditions precedent set forth in Section 3.02 shall have been satisfied. If Lenders holding 51% or more of the Commitments, but less than all of the Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders (x) to assume, effective as of the Extension ~~Date~~Date or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Eligible Assignees and the Administrative Agent, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting ~~Lender~~Lender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of owing to such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its ~~Commitment and~~ Commitment, (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Administrative Agent ~~any~~ the Note or Notes held by such Non-Consenting Lender and (D) the Borrower shall have delivered to the Administrative Agent a new A Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding 51% or more of the Commitments (~~after~~ before giving effect to any assignments ~~or assumptions~~ pursuant to subsection (c) of this Section ~~2.19~~2.16) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments~~ consent in ~~effect immediately prior~~ a writing delivered to the ~~Extension Date consent in writing~~ Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, ~~subject to the satisfaction of~~ so long as the applicable conditions precedent set forth in ~~Article III~~Section 3.02 shall have been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this Agreement, and in the ~~Notes, if any,~~ Notes to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Colgate Palmolive Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided the ~~Agent. No~~ final Termination Date may not extend more than two ~~Extension Requests shall be delivered by~~ years from the ~~Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)~~initial Termination Date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Designated Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~8.16, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Designated Agent shall promptly notify the Borrower. The Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, pursuant to Assignments and Assumptions, effective as of the Termination Date in effect immediately prior to the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting ~~Lender~~Lender (with such Revolving Credit Commitment to replace the Revolving Credit Commitment of any Non-Consenting Lender as designated by the Borrower); provided, however, that (x) the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser ~~amount~~amount and (y) each increase in the Revolving Credit Commitment of the Consenting Lenders shall be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed); ~~and provided further~~ provided, further, that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional ~~costs~~ costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided ~~further~~ further, that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~8.16, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Consenting Lender or Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an Assumption Agreement, duly executed by such Consenting Lender or Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Designated Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Revolving Credit Commitment and ~~(C)~~ at least three Business Days prior to the Termination Date in effect immediately prior to such Extension Date, each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Designated Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Termination Date in effect immediately prior to the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than its obligations under Section 8.16 as to matters occurring prior to such date) shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect for each such Lender shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension ~~Date~~Date and unless otherwise specified, refer to the Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Notwithstanding the above, at any time prior to the effectiveness of any extension of the Termination Date in effect, the Borrower may withdraw its request for extension of the Termination Date.

Appears in 1 contract

Samples: Credit Agreement (News Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration; provided, however, that such request ~~(an “Extension Request”) to~~ may not be exercised by the ~~Agent. No~~ Company more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)twice. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the ~~applicable conditions set forth~~ representations and warranties of the Company contained in ~~Article III~~ Section 4.01 are correct on and as of such Extension Date, before and after giving effect to such extension of the Termination Date, as though made on and as of such Extension Date, and no Default shall have occurred and be ~~satisfied~~continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender or the Borrower shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of ~~the immediately preceding sentence~~subsection (c) of this Section 2.19, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the ~~satisfaction~~ representations and warranties of the ~~applicable conditions~~ Company contained in ~~Article III~~Section 4.01 being correct on and as of the date of such extension of the Termination Date, before and after giving effect thereto, as though made on and as of such date, and no Default having occurred and be continuing on the Extension Date, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (Hershey Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days ----------------------------- but not more than 45 days prior to the Termination Date, the Borrowers, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the ~~Borrower~~ Borrowers and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Borrowers in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrowers in writing not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrowers' request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension --------- Date”"), be extended for ~~one year~~364 days; provided that on each Extension ~~Date~~ Date, the -------- applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting ---------- Lender”") but shall not be extended as to any other Lender (each a ~~“Non-~~"Non- ------ --- Consenting Lender”"). To the extent that the Termination Date is not ----------------- extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Borrowers, such Lender or any other Person; provided that such ~~Non-~~Non- -------- Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Borrowers for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrowers and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ that agrees to an extension of the ~~Agent, each Issuing Bank and each Swing Line Bank as~~ Termination Date (an "Assuming ~~Lenders~~ Lender") to assume, --------------- effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount -------- ------- of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:: -------- ------- (i) any such Consenting Lender or Assuming Lender shall have paid to such ~~Non-~~Non- Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any ---- accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been ~~paid~~paid by the Assuming Lender; provided further that such Non-Consenting Lender’s 's rights under Sections -------- ------- 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Borrowers and the Agent an assumption agreement in substantially the form of Exhibit D (each an "Assumption Agreement") or an Assignment and Acceptance, as -------------------- appropriate, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Borrowers and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Borrowers and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than 50% of the Commitments (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (cb) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption ~~Agreement~~ Agreement, an Assignment and Acceptance or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Borrowers, and, ~~subject to the~~ upon satisfaction of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each ---------------- Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Monsanto Co /New/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be ~~satisfied~~satisfied or waived by all the Lenders. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ fees and commissions owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Office Depot Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower in writing not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension ~~Date~~ Date, the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, subject to Section 2.17(d) and effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ that agrees to an extension of the ~~Agent, each Issuing Bank and each Swing Line Bank as~~ Termination Date (an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional ~~costs~~ costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been ~~paid~~paid by the Assuming Lender; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an assumption agreement in substantially the form of Exhibit D (each an "Assumption Agreement") or an Assignment and Acceptance, as appropriate, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.to

Appears in 1 contract

Samples: Credit Agreement (Monsanto Co /New/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to the Agent. No~~ expiration; provided that no more than two ~~Extension Requests shall~~ such requests may be ~~delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days~~ made after the ~~date of such Extension Request)~~Closing Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such ~~Lender~~ Xxxxxx will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to such anniversary date of the decision of each Lender regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, subject to the satisfaction of the conditions set forth in Section 5.2(a) and Section 5.2(b), the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.13, 2.14 and ~~8.04, and its obligations under Section 7.05,~~ 10.5 shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Borrower may arrange for one or more Consenting Lenders or other ~~Eligible Assignees approved by~~ assignees to acquire and assume (and such Non-Consenting Lender hereby agrees to assign in accordance with the ~~Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume~~terms set forth in this clause (c) (including the last sentence hereof)), effective as of the Extension Date, any ~~Non-Consenting Lender’s Commitment(s)~~ Loans and ~~all of the~~ its Commitment and other obligations ~~of such Non-Consenting Lender~~ under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such ~~Assuming Lender~~ assignee as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such ~~Assuming Lender~~ assignee shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or ~~Assuming Lender~~ assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding ~~Advances~~Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;; and (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; ~~and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid;~~ provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.13, 2.14 and ~~8.04, and its obligations under Section 7.05,~~ 10.5 shall survive such substitution as to matters occurring prior to the date of substitution. ~~At least three Business Days~~ On or prior to any Extension Date, (A) each such ~~Assuming Lender~~assignee, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Assumption ~~Agreement~~or such other agreement acceptable to the Borrower and the Administrative Agent, duly executed by such ~~Assuming Lender, such Non-Consenting Lender, the Borrower~~ assignee and ~~the Agent,~~ (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its ~~Commitment~~ Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (CB) ~~each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon~~ and the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, ~~each such Consenting Lender or Assuming Lender,~~ as of the Extension Date, ~~will~~ each such Non-Consenting Lender shall be deemed to have assigned all of its rights and obligations under this Agreement (including all of its Commitment and the Loans at the time owing to it) to one or more such Consenting Lenders or assignees as designated by the Administrative Agent, and such Consenting Lenders and assignees shall be substituted for each such Non-Consenting Lender under this Agreement and shall be ~~a Lender~~ Lenders for all purposes of this Agreement, in each case without any further acknowledgment by or the consent of ~~the~~ any Non-Consenting Lender or any other ~~Lenders~~Lender, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date ~~consent~~ have consented in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption ~~Agreement~~ or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the ~~applicable~~ conditions set forth in ~~Article III~~Section 5.2 (including the representations and warranties set forth in Section 4) and (b), the Termination Date then in effect shall be extended for the ~~additional~~ one-year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each ~~Assuming Lender~~ assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders ~~(including, without limitation, each Assuming Lender)~~ of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such ~~Assuming Lender~~assignee.

Appears in 1 contract

Samples: Credit Agreement (Gartner Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 30 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (ba) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.16, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.18, ~~2.14~~ 8.3, 8.4 and ~~8.04~~10.3, and its obligations under Section ~~7.05~~7.6, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date.. NYDOCS02/1166703 56 (cb) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the ~~Borrower~~ Administrative Agent shall promptly so notify the Company. The Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than ~~$5,000,000~~ US$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than ~~$5,000,000~~US$10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b)~~ 10.6 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.18, ~~2.14~~ 8.3 and ~~8.04~~8.4, and its obligations under Section ~~7.05~~7.6, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (dc) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.16) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the ~~applicable~~ conditions set forth in ~~Article III~~Section 3.3 (a) and (b), NYDOCS02/1166703 57 the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the Termination Date in effect at any time, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time ~~by one year~~ for a period of 364 days from its then scheduled ~~expiration by giving notice of~~ expiration; provided, however, that the Borrower shall not have made the Term Loan Election for Advances outstanding on such ~~request (an “Extension Request”)~~ Termination Date prior to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)then scheduled Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 30 days prior to such ~~Extension Request~~Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a ~~Non-Consenting~~ Declining Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the scheduled Termination Date in effect at such time of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date ~~in effect at such time~~ shall, effective as at the ~~date indicated~~ Termination Date otherwise in ~~the applicable Extension Request~~ effect at such time (the ~~“Extension Date”~~"EXTENSION DATE"), be extended for ~~one year~~a period of 364 days from such Extension Date; ~~provided that~~ provided, that, on each Extension ~~Date~~ Date, no Event of Default, or event that with the ~~applicable conditions set forth in Article III~~ giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be ~~satisfied~~continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended for a period of 364 days from such Extension Date as to those Lenders that so consented (each an "EXTENDING LENDER") (provided that on such Extension Date, no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a ~~“Consenting Lender”~~consequence thereof) but shall not be extended as to any other Lender (each a ~~“Non-Consenting Lender”~~"DECLINING LENDER"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such ~~Non-Consenting~~ Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; ~~provided that~~ provided, that, such ~~Non-Consenting~~ Declining Lender’s 's rights under Sections 2.11, ~~2.14~~ 2.14, 8.04 and ~~8.04~~8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all of the Lenders consent to~~ there are any ~~such request pursuant to subsection (a) of this Section 2.19~~Declining Lenders, the Borrower may arrange for one or more ~~Consenting~~ Extending Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Declining Lender's Revolving Credit Commitment as of the ~~Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any ~~Non-Consenting~~ Declining Lender~~’s Commitment(s)~~ 's Revolving Credit Commitment and all of the obligations of such ~~Non-Consenting~~ Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such ~~Non-Consenting~~ Declining Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Revolving Credit Commitment of such ~~Non-Consenting~~ Declining Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such ~~Consenting~~ Extending Lender or Assuming Lender shall have paid to such ~~Non-Consenting~~ Declining Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such ~~Non-Consenting~~ Declining Lender plus (B) any accrued but unpaid ~~facility~~ fees owing to such ~~Non-Consenting~~ Declining Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such ~~Non-Consenting~~ Declining Lender, and all other accrued and unpaid amounts owing to such ~~Non-Consenting~~ Declining Lender hereunder, as of the effective date of such assignment shall have been paid to such ~~Non-Consenting~~ Declining Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such ~~Non-Consenting~~ Declining Lender’s 's rights under Sections 2.11, ~~2.14~~ 2.14, 8.04 and ~~8.04,~~ 8.08 and its obligations under Section ~~7.05,~~ 7.05 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an ~~Assumption Agreement~~assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such ~~Non-Consenting~~ Declining Lender, the Borrower and the Administrative Agent, (B) any such ~~Consenting~~ Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each ~~Non-Consenting~~ Declining Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such ~~Non-Consenting~~ Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such ~~Consenting~~ Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such ~~Non-Consenting~~ Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other ~~Lenders,~~ Lenders and the obligations of each such ~~Non-Consenting~~ Declining Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Extending and Assuming Lenders (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.19, by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, ~~subject to~~ so long as no Event of Default, or event that with the ~~satisfaction~~ giving of ~~the applicable conditions in Article III~~notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date ~~then~~ in effect ~~shall~~ at such time shall, effective as at the applicable Extension Date, be extended for a period of 364 days from such Extension Date as to the ~~additional one-year period~~ Extending Lenders and the Assuming Lenders but shall not be extended as ~~described in subsection (a)~~ to any Declining Lender. Upon an extension of ~~this Section 2.19~~the Termination Date as provided above, ~~and~~ all references in this Agreement, and in the Notes, if any, to the “" Termination Date” " shall, with respect to each ~~Consenting~~ Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such ~~Consenting~~ Extending Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Walt Disney Co/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a ~~Non-~~Non- Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension ~~Date~~ Date, the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such ~~Non-~~Non- Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non- Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such ~~Non-~~Non- Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 15,000,000 unless the amount of the Commitment of such ~~Non-~~Non- Consenting Lender is less than $~~5,000,000~~15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such ~~Non-~~Non- Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such ~~Non-~~Non- Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each ~~Non-~~Non- Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (cb) of this Section 2.19) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Applied Materials Inc /De)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved~~ (each, an "Assuming Lender") to assume by execution of an assumption agreement in form and substance satisfactory to the ~~Agent~~Borrower and the Agent (each, ~~each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume~~an "Assumption Agreement"), effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's remaining Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.plus

Appears in 1 contract

Samples: 364 Day Credit Agreement (Snap on Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to any Anniversary Date but in any event not more than twice prior to the Termination Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, within 15 days of such notice but not later than ~~the date indicated in~~ 45 days prior to such ~~Extension Request~~next Anniversary Date, notify the ~~Borrower and the~~ Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent ~~and the Borrower~~ in writing of its consent to to, or refusal of, any such ~~Extension Request~~request for extension of the Termination Date at least 45 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 40 days prior to such next Anniversary Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for an extension of the Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16 and upon fulfillment of the applicable conditions set forth in Article III, the Termination Date in effect at such time shall, effective as at ~~the date indicated in the applicable Extension Request~~ such next Anniversary Date (the “"Extension Date”"), be extended for one calendar year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, upon fulfillment of the applicable conditions set forth in Article III, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (~~each~~ each, a “"Consenting Lender”") but shall not be extended as to any other Lender (~~each~~ each, a “"Non-Consenting Lender”"); provided that at least a majority in interest of the aggregate Commitments at such time (after giving effect to any assumptions of the Commitments of Non-Consenting Lenders in accordance with subsection (c) of this Section 2.16) consent in writing to any such request for extension of the Termination Date. To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such ~~date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination~~ Extension Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the rights and obligations of such Non-Consenting Lender under this Agreement thereafter ~~arising~~arising (each Eligible Assignee assuming the Commitment of one or more Non-Consenting Lenders pursuant to this Section 2.16, or becoming a party to this Agreement in accordance with Section 2.18, being an "Assuming Lender"), without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender ~~as a result of such substitution~~ shall in no event be less than $~~5,000,000~~ 20,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~20,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender ~~(A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the effective date of ~~the assignment~~ such assumption on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender; (ii) any such Consenting Lender ~~plus~~ or Assuming Lender shall have purchased from such Non-Consenting Lender all Discounted Notes owing to such Non-Consenting Lender, if any, at a purchase price equal to the aggregate Accreted Value thereof to the effective date of such assumption; (Biii) any accrued ~~but~~ and unpaid ~~facility fees~~ Facility Fees owing to such Non-Consenting Lender as of the effective date of such ~~assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender~~assumption, and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder,~~ under this Agreement and the Notes as of the effective date of such ~~assignment~~ assumption, shall have been paid to such Non-Consenting Lender by the Borrower or such Consenting Lender or Assuming Lender; and (~~iii~~iv) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) ~~for such assignment~~ shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) ~~any~~ each such Consenting ~~Lender~~ Lender, if any, shall have delivered written confirmation ~~in writing~~ satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to ~~the~~ any increase in the amount of its Commitment resulting from its assumption of one or more Commitments of the Non-Consenting Lenders and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16(c) shall have delivered to the ~~Agent~~ Administrative Agent, to be held in escrow on behalf of such Non-Consenting Lender until the payment in full of all amounts owing to such Non-Consenting Lender under clauses (i) through (iii) of this Section 2.16, any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), ) through (~~ii) and (iii~~iv) of ~~the immediately preceding sentence~~this Section 2.16(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for ~~such~~ the applicable Non-Consenting ~~Lender~~ Lender(s) under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If a majority in interest of the Lenders (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.16) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to ~~such~~ an Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company, and, ~~subject to the satisfaction~~ upon fulfillment of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for ~~the~~ an additional one-year ~~period~~ period, as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this ~~Agreement,~~ Agreement and in the ~~Notes, if any,~~ Notes to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Within ten Business Days after each Extension Date, each Borrower shall, at its own expense, execute and deliver to the Administrative Agent Revolving Credit Notes payable to the order of each Consenting Lender (in the case of each such Consenting Lender, in exchange for the Revolving Credit Note surrendered by such Consenting Lender to the Administrative Agent), if any, and each Assuming Lender, if any, in each case dated such Extension Date and in substantially the form of Exhibit A-1 hereto and in an amount equal to the Commitment of such Consenting Lender or Assuming Lender, as the case may be, after giving effect to such extension of the Termination Date. The Administrative Agent, upon receipt of such Revolving Credit Notes, shall promptly deliver such Revolving Credit Notes to the respective Consenting Lenders and Assuming Lenders.

Appears in 1 contract

Samples: Credit Agreement (Black & Decker Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 30 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.16, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.18, ~~2.14~~ 8.3, 8.4 and ~~8.04~~10.3, and its obligations under Section ~~7.05~~7.6, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the ~~Borrower~~ Administrative Agent shall promptly so notify the Company. The Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than ~~$5,000,000~~ US$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than ~~$5,000,000~~US$10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b)~~ 10.6 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.18, ~~2.14~~ 8.3 and ~~8.04~~8.4, and its obligations under Section ~~7.05~~7.6, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.16) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the ~~applicable~~ conditions set forth in ~~Article III~~Section 3.3 (a) and (b), the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to either or both of the first and second Anniversary Dates, the Borrower, by written notice to the Paying Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not later than the date indicated in~~ at least 20 days prior to such ~~Extension Request~~Anniversary Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Paying Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the pending Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the next Anniversary Date (the "Extension Date"), be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all~~ Lenders holding at least a majority in interest of the ~~Lenders~~ aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the ~~Agent~~applicable Extension Date, ~~each Issuing Bank~~ and each ~~Swing Line Bank as~~ Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19 being an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ Facility Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, ~~such Non-Consenting Lender,~~ the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Paying Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.

Appears in 1 contract

Samples: Credit Agreement (Kroger Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “Extension Date”), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19,~~ 2.17 be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s~~Commitment (each such Eligible Assignee being, for this purpose, an “Assuming Lender”) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an ~~Assumption Agreement~~assumption agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent~~Agent in form and substance satisfactory to the Agent (an “Assumption Agreement”), (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise~~) not later than one Business Day prior to such Extension Date~~), the Agent shall so notify the ~~Borrower~~Borrower in accordance with subsection (a) of this Section 2.17, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Autodesk Inc)

Extension of Termination Date. (a) The ~~Borrower~~ Company or the Co-Borrower, by written notice to the Agent at least 45 days prior to any Extension Date (as defined below), may request an extension of the Termination Date applicable to the Company and the Designated Subsidiaries or the Termination Date applicable to the Co-Borrower in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration. The Company or the Co-Borrower may make any such request ~~(an “Extension Request”)~~ up to ~~the Agent. No~~ two times but not more than ~~two~~ once in any calendar year, provided that the first Extension ~~Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Date shall not be ~~less~~ earlier than ~~ten Business Days after~~ the ~~date~~ first anniversary of ~~such Extension Request)~~the Effective Date. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not~~ no later than 35 days prior to the ~~date indicated in such~~ applicable Extension ~~Request~~Date, notify ~~the~~ such Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Company and/or the Co-Borrower in writing of its consent to any such request for extension of the Termination Date at least 35 days prior to the applicable Extension ~~Request~~Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company and/or the Co-Borrower not later than 30 days prior to the applicable Extension Date of the decision of the Lenders regarding such request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date applicable to the Company and the Designated Subsidiaries or the Termination Date applicable to the Co-Borrower in effect at such time shall, effective as at the date ~~indicated~~ specified in the applicable ~~Extension Request~~ extension request (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.04 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the applicable Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the applicable Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by ~~the~~ any Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 25 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and/or the Co-Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company and/or the Co-Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b)(iii) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and/or the Co-Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and/or the Co-Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and/or the Co-Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Company and/or the Co-Borrower, and, subject to the satisfaction of the ~~applicable~~ conditions in ~~Article III~~Section 3.04, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (At&t Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Revolving Credit Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such ~~Non-~~Non- Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved~~ (each, an "Assuming Lender") to assume by execution of an assumption agreement in form and substance satisfactory to the ~~Agent~~Borrower and the Agent (each, ~~each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume~~an "Assumption Agreement"), effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's remaining Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of ~~substitution. At~~ substitution and at least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding Commitments equal to not less than 50% of the Commitments outstanding immediately prior to the Extension Date (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (cb) of this Section ~~2.19~~2.18) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Snap on Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 15 days after the date ~~indicated in~~ of such ~~Extension Request~~extension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date within 15 days after the date of such extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 10 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.16, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, the applicable conditions precedent set forth in Section 3.02 shall have been satisfied. If Lenders holding more than 50% of the Commitments, but less than all of the Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.16 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.16 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, the Borrower may arrange for one or more Consenting Lenders or other ~~Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank~~ Persons as Assuming Lenders (x) to assume, effective as of the Extension ~~Date~~Date or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Persons and the Administrative Agent, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting ~~Lender~~Lender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of owing to such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding more than 50% of the Commitments (~~after~~ before giving effect to any assignments ~~or assumptions~~ pursuant to subsection (c) of this Section ~~2.19~~2.16) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments~~ consent in ~~effect immediately prior~~ a writing delivered to the ~~Extension Date consent in writing~~ Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, ~~subject to the satisfaction of~~ so long as the applicable conditions precedent set forth in ~~Article III~~Section 3.02 shall have been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.16, and all references in this Agreement, and in ~~the Notes, if any,~~ any Notes to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Colgate Palmolive Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to any Anniversary Date but in any event not more than twice prior to the Termination Date in effect on the date hereof, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar year from ~~its~~ the Agreement's then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, within 15 days of such notice but not later than ~~the date indicated in~~ 45 days prior to such ~~Extension Request~~next Anniversary Date, notify the ~~Borrower and the~~ Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Administrative Agent ~~and the Borrower~~ in writing of its consent to to, or refusal of, any such ~~Extension Request~~request for extension of the Termination Date at least 45 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 40 days prior to such next Anniversary Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for an extension of the Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17 and upon fulfillment of the applicable conditions set forth in Article III, the Termination Date in effect at such time shall, effective as at ~~the date indicated in the applicable Extension Request~~ such next Anniversary Date (the “"Extension Date”"), be extended for one calendar year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, upon fulfillment of the applicable conditions set forth in Article III, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (~~each~~ each, a “"Consenting Lender”") but shall not be extended as to any other Lender (~~each~~ each, a “"Non-Consenting Lender”"); provided that at least a majority in interest of the aggregate Commitments at such time (after giving effect to any assumptions of the Commitments of Non-Consenting Lenders in accordance with subsection (c) of this Section 2.17) consent in writing to any such request for extension of the Termination Date. To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such ~~date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination~~ Extension Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the ~~Borrower~~ Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the rights and obligations of such Non-Consenting Lender under this Agreement thereafter ~~arising~~arising (each Eligible Assignee assuming the Commitment of one or more Non-Consenting Lenders pursuant to this Section 2.17, or becoming a party to this Agreement in accordance with Section 2.19, being an "Assuming Lender"), without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender ~~as a result of such substitution~~ shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender ~~(A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the effective date of ~~the assignment~~ such assumption on, the outstanding Advances, if any, of such Non-Consenting ~~Lender plus~~ Lender; (Bii) any accrued ~~but~~ and unpaid ~~facility fees~~ Facility Fees owing to such Non-Consenting Lender as of the effective date of such ~~assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender~~assumption, and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder,~~ under this Agreement and the Notes as of the effective date of such ~~assignment~~ assumption, shall have been paid to such Non-Consenting Lender by the Borrower or such Consenting Lender or Assuming Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) ~~for such assignment~~ shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Administrative Agent, (B) ~~any~~ each such Consenting ~~Lender~~ Lender, if any, shall have delivered written confirmation ~~in writing~~ satisfactory to the ~~Borrower~~ Company and the Administrative Agent as to ~~the~~ any increase in the amount of its Commitment resulting from its assumption of one or more Commitments of the Non-Consenting Lenders and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17(c) shall have delivered to the ~~Agent~~ Administrative Agent, to be held in escrow on behalf of such Non-Consenting Lender until the payment in full of all amounts owing to such Non-Consenting Lender under clauses (i) and (ii) of this Section 2.17(c), any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i~~), (ii~~) ~~and~~ through (iii) of ~~the immediately preceding sentence~~this Section 2.17(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for ~~such~~ the applicable Non-Consenting ~~Lender~~ Lender(s) under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If a majority in interest of the Lenders (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to ~~such~~ an Extension Date, the Administrative Agent shall so notify the ~~Borrower~~Company, and, ~~subject to the satisfaction~~ upon fulfillment of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for ~~the~~ an additional one-year ~~period~~ period, as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this ~~Agreement,~~ Agreement and in the ~~Notes, if any,~~ Notes to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Within ten Business Days after each Extension Date, each Borrower shall, at its own expense, execute and deliver to the Administrative Agent Notes payable to the order of each Consenting Lender that has requested a Note in accordance with Section 2.20 (in the case of each such Consenting Lender, in exchange for the Note surrendered by such Consenting Lender to the Administrative Agent), if any, and each Assuming Lender, if any, in each case dated such Extension Date and in substantially the form of Exhibit A hereto and in an amount equal to the Commitment of such Consenting Lender or Assuming Lender, as the case may be, after giving effect to such extension of the Termination Date. The Administrative Agent, upon receipt of such Notes, shall promptly deliver such Notes to the respective Consenting Lenders and Assuming Lenders.

Appears in 1 contract

Samples: Credit Agreement (Black & Decker Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to any anniversary of the Restatement Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving~~ expiration; provided that such notice of ~~such~~ request (for an ~~“Extension Request”) to~~ extension of the ~~Agent. No~~ Termination Date may be given not more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)twice. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”)) and subject to the satisfaction of the conditions set forth in Section 3.03, be extended for one year~~; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied~~. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination NYDOCS02/1129523.1 Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b)~~ 9.07 for such assignment shall have been paid; NYDOCS02/1129523.1 provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged, provided that the Extension Date effectiveness shall be subject to the satisfaction of the conditions set forth in clause (d) below. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the ~~applicable~~ conditions set forth in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Xerox Corp)

Extension of Termination Date. (a) The ~~Borrower~~ Company, by written notice to the Agent (but not more than twice), may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration ~~by giving~~ to be effective as of the date specified in such notice ~~of such request~~ (an the “Extension ~~Request~~Date”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than fifteen days subsequent to the date ~~indicated in~~ the Company requests such ~~Extension Request~~extension (the “Notice Date”), notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least fifteen days subsequent to the Notice Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than fifteen days subsequent to the Notice Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request (the “~~Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such ~~date.~~ date and provided, further, that to the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender, and such Non-Consenting Lender's obligations to participate in Letters of Credit, shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than twenty days subsequent to the Notice Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent effective as of the Extension Date. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or ~~other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as~~ Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) (i) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) and (ii) the extended Termination Date of any Lender is not later than five years after any date of determination, not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Eastman Chemical Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 25 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Goodrich Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided the ~~Agent. No~~ final Termination Date may not extend more than two ~~Extension Requests shall be delivered by~~ years from the ~~Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)~~initial Termination Date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Designated Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Designated Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.16, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Designated Agent shall promptly so notify the Borrower. The Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, pursuant to Assignments and Assumptions, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that (x) the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser ~~amount~~amount and (y) each increase in the Revolving Credit Commitment of the Consenting Lenders shall be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) ; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional ~~costs~~ costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.16, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.of

Appears in 1 contract

Samples: Credit Agreement (News Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “Extension Date”), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with ~~subsection~~ subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.17, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of to the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Washington Post Co)

Extension of Termination Date. (a) ~~The Borrower may request an extension of the Termination Date in effect at such time~~ IBM may, by ~~one year from its then scheduled expiration by giving notice of such~~ written request (an “Extension Request”) to the Administrative Agent~~. No more~~ , substantially in the form of Exhibit J, delivered at any time during the 60-day period preceding each anniversary of the Effective Date, request that the Lenders extend the Termination Date then in effect by one year, provided, that, in the case of each Extension Request other than ~~two~~ the first Extension ~~Requests shall be delivered by the Borrower. Each such~~ Request made hereunder, an Extension Request shall ~~indicate~~ have been made and approved in accordance with this Section 2.21 prior to each previous anniversary of the ~~date by which responses are requested~~ Effective Date. (~~which shall not be less than ten Business Days after the date~~ b) Upon receipt of ~~such~~ an Extension Request~~). The~~ , the Administrative Agent shall promptly notify each Lender ~~of such request~~thereof, and each Lender shall notify the Administrative Agent in ~~turn~~writing by the deadline (the “Extension Request Deadline”) specified in such Extension Request, which deadline shall in any case not be later than 5:00 P.M., New York City time, on the date which is 30 days after delivery of such Extension Request, of such Lender’s election, in its sole discretion, (i) to extend the Termination Date by one year (provided that the Termination Date shall be so extended only to the extent expressly provided in paragraph (c) below) or (ii) not ~~later than~~ to extend the ~~date indicated in such Extension Request~~Termination Date by one year (any Lender not electing to extend, a “Non-Extending Lender”). Any Lender that fails to notify the ~~Borrower and the~~ Administrative Agent ~~in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower~~ in writing of its ~~consent to any such~~ election by the Extension ~~Request, such Lender~~ Request Deadline shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Extending Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all of the~~ Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having whose Revolving Credit Commitments ~~equal to~~ aggregate at least 5066-2/3% of the Revolving Credit Commitments of all Lenders agree to extend the Termination Date by one year, then the Termination Date shall automatically be so extended, provided that any Lender that became a Non-Extending Lender pursuant to any previous Extension Request shall be deemed to be a Non-Extending Lender in ~~effect immediately prior~~ respect of each subsequent Extension Request, and provided, further, that if all Lenders do not agree to extend the ~~Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension~~ Termination Date, then (i) IBM shall have the right to cancel any such extension by so notifying the Administrative Agent ~~shall so notify~~ within five Business Days after the ~~Borrower~~relevant Extension Request Deadline, ~~and, subject to the satisfaction of the applicable conditions~~ in ~~Article III,~~ which case the Termination Date then in effect shall not be extended ~~for the additional one-year period as described in subsection~~ and (aii) ~~of this Section 2.19, and all references in this Agreement, and~~ in the ~~Notes~~event that such extension is not so cancelled, ~~if any, to the “Termination Date” shall~~then, with respect to each ~~Consenting Lender and each Assuming Lender for such Extension Date~~Non-Extending Lender, ~~refer to the Termination Date as so extended. Promptly following each Extension Date~~IBM shall either (directly or, ~~the Agent shall notify the Lenders (including~~where applicable, ~~without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register~~ through the relevant ~~information with respect to each such Consenting Lender and each such Assuming Lender.~~Subsidiary Borrowers):

Appears in 1 contract

Samples: Credit Agreement (International Business Machines Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any Extension Effective Date (but not more than twice), the Borrower, by written notice to the Paying Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not later than the date indicated in~~ at least 20 days prior to such Extension ~~Request~~Effective Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Paying Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the pending Extension Effective Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the next Extension Effective Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects (except for those representations and warranties that are already qualified by materially or Material Adverse Effect, which will not further be qualified by materiality) on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all~~ Lenders holding at least a majority in interest of the ~~Lenders~~ aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the ~~Agent~~applicable Extension Date, ~~each Issuing Bank~~ and each ~~Swing Line Bank as~~ Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19 being an “Assuming ~~Lenders~~ Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ Commitment Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, ~~2.14~~ 2.14, 8.03 and ~~8.04~~8.07, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, ~~such Non-Consenting Lender,~~ the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Paying Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.

Appears in 1 contract

Samples: Credit Agreement (Kroger Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrower shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.17, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,00,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent ~~any~~ the Note ~~or Notes~~ held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this ~~Agreement,~~ Agreement and in the ~~Notes, if any,~~ Notes to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Sears Roebuck Acceptance Corp)

Extension of Termination Date. (a) ~~The~~ At least 30 days prior to any date so designated by the Borrower as an “Extension Date” (but not more than twice), the Borrower, by written notice to the Paying Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided that the ~~Agent. No more~~ Termination Date as so extended shall at no time be later than ~~two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days~~ five years after ~~the~~ any date of ~~such Extension Request)~~determination. The Paying Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not later than the date indicated in~~ at least 20 days prior to such Extension ~~Request~~Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Paying Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the pending Extension Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the Extension Date, be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects (except for those representations and warranties that are already qualified by materially or Material Adverse Effect, which will not further be qualified by materiality) on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~8.03, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.07, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all~~ Lenders holding at least a majority in interest of the ~~Lenders~~ aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the ~~Agent, each Issuing Bank~~ applicable Extension Date and each ~~Swing Line Bank as~~ Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19(c), being an “Assuming ~~Lenders~~ Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ Commitment Fees and fees pursuant to Section 2.04(c)(ii) owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~8.03, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.07, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, ~~such Non-Consenting Lender,~~ the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any ~~assignments or~~ assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Paying Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect with respect to the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than such Termination Date, the Borrower shall repay Advances and/or deposit funds into the Letter of Credit Collateral Account in an amount equal to such excess.

Appears in 1 contract

Samples: Credit Agreement (Kroger Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to either or both of the first and second anniversaries of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than ~~one~~ three Business ~~Day~~ Days prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Corning Inc /Ny)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 25 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 25 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall promptly (but in any event not later than 15 days prior to such anniversary date) notify the Borrower of the decision of the Lenders pursuant to this Section 2.18 regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 15 days prior to the Extension Date of the amount of the Non-Consenting Lenders' Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as~~ (an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an agreement (an "Assumption Agreement") in form and substance satisfactory to the Borrower and the Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.02, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Computer Associates International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Embarq CORP)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to any anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration; provided, however, that such request ~~(an “Extension Request”) to~~ may not be exercised by the ~~Agent. No~~ Company more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)twice. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such ~~Lender~~ Xxxxxx will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the ~~applicable conditions set forth~~ representations and warranties of the Company contained in ~~Article III~~ Section 4.01 are correct in all material respects (or, in the case of the representations and warranties qualified as to materiality, in all respects) in each case on and as of the Extension Date, before and after giving effect to such extension of the Termination Date, as if made on and as of such Extension Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and no Default shall have occurred and be ~~satisfied~~continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Xxxxxxx notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender or the Borrower shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~9.04(e), shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of ~~the immediately preceding sentence~~subsection (c) of this Section 2.19, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the ~~satisfaction~~ representations and warranties of the ~~applicable conditions~~ Company contained in ~~Article III~~Section 4.01 being correct in all material respects (or, in the case of the representations and warranties qualified as to materiality, in all respects) in each case on and as of the date of such extension of the Termination Date, before and after giving effect thereto, as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and no Default having occurred and be continuing on the Extension Date, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (Hershey Co)

Extension of Termination Date. (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.17, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent~~(each, ~~each Issuing Bank and each Swing Line Bank as~~ an "Assuming ~~Lenders~~ Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent agreement (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.17) all of the Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) as promptly as practicable, and in any event not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of to the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Phelps Dodge Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to any anniversary of the Effective Date (but not more than twice), the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied and on the Extension Date a duly authorized officer of the Borrower shall have delivered to the Agent a certificate stating that the conditions set forth in Section 3.02(a) and (b) are satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment and Unissued Letter of Credit Commitment, if any, of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders' Revolving Credit Commitments for which it is willing to accept an assignment in accordance with Section 8.07(a). If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more ~~Consenting Lenders or other~~ Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional ~~costs~~ cost reimbursements, expense reimbursements and indemnities then due and payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and 8.04, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment ~~or prepayment~~ of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder arising after the Extension Date shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article ~~III~~III and the delivery to the Agent on the Extension Date of a certificate of a duly authorized officer of the Borrower stating that the conditions set forth in Section 3.02(a) and (b) are satisfied, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (Pinnacle West Capital Corp)

Extension of Termination Date. (a) ~~The Borrower~~ Once per year and at least 60 days but not more than 90 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied and on the Extension Date a duly authorized officer of the Borrower shall have delivered to the Agent a certificate stating that the conditions set forth in Section 3.02(a) and (b) are satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment and Unissued Letter of Credit Commitment, if any, of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment in accordance with Section 8.07(a). If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more ~~Consenting Lenders or other~~ Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional ~~costs~~ cost reimbursements, expense reimbursements and indemnities then due and payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under ~~Section 7.05~~Sections 7.05 and 8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment ~~or prepayment~~ of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder arising after the Extension Date shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article ~~III~~III and the delivery to the Agent on the Extension Date of a certificate of a duly authorized officer of the Borrower stating that the conditions set forth in Section 3.02(a) and (b) are satisfied, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle West Capital Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 90 days prior to the each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 25 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 25 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall promptly (but in any event not later than 15 days prior to such anniversary date) notify the Borrower of the decision of the Lenders pursuant to this Section 2.18 regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (~~the~~ each, an “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at ~~the applicable~~ such Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 15 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as~~ (an “Assuming ~~Lenders~~ Lender”) to assume, effective as of the applicable Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an agreement (an “Assumption Agreement”) in form and substance satisfactory to the Borrower and the Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the applicable Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.02, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following ~~each~~ an Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Computer Associates International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 60 days prior to either or both of the first or second anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the ~~applicable conditions set forth~~ representations and warranties of the Company contained in ~~Article III~~ Section 4.01 are correct on and as of the date of such extension of the Termination Date, before and after giving effect thereto, as though made on and as of such date, and no Default shall have occurred and be ~~satisfied~~continuing. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the ~~satisfaction~~ representations and warranties of the ~~applicable conditions~~ Company contained in ~~Article III~~Section 4.01 being correct on and as of the date of such extension of the Termination Date, before and after giving effect thereto, as though made on and as of such date, and no Default having occurred and be continuing, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Hershey Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the then scheduled Termination Date ~~in effect at such time by~~ for a period of one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)year. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not ~~later~~ more than ~~the date indicated in~~ 30 or less than 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with ~~subsection (a) of this~~ Section ~~2.19~~2.17(a), the Termination Date in effect at such time shall, effective as at ~~the date indicated in the applicable Extension Request~~ such Termination Date (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance ~~with subsection (a) of this~~ Section ~~2.19~~2.17(a), the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to ~~subsection (d) of this~~ Section ~~2.19~~2.17(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with ~~subsection (c~~Section 2.17(c) ~~of this Section 2.19~~ on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of ~~such Non-Consenting~~ Lender shall automatically terminate in whole on such unextended Termination Date (and, for the avoidance of doubt, all outstanding principal of, and accrued interest on, indebtedness due such Lender under this Agreement, together with all fees and other amount payable hereunder, shall be paid in full to the Agent for the benefit of such Non-Consenting Lender on such unextended Termination Date) without any further notice or other action by the Borrower, such Lender or any other Person; provided that such ~~Non-Consenting~~ Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to ~~subsection (a)~~ Section 2.17(a), the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of ~~this Section 2.19~~the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in proportion to the amounts offered by such Lenders or as otherwise agreed among each such Lender, the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~1,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and ~~provided~~ provided, further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting ~~Lender,~~ Lender and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder,~~ hereunder as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; ~~provided~~ provided, further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to ~~subsection (c) of this~~ Section ~~2.19~~2.17(c)) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) ), not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in ~~subsection (a) of this~~ Section ~~2.19~~2.17(a), and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Beckman Coulter Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the first and/or the second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender and its participations in Letters of Credit shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension ~~Date,~~ Date (A) each such Assuming Lender, if any, ~~shall have delivered to the Borrower~~ and ~~the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B)~~ any such Consenting Lender shall have delivered ~~confirmation in writing~~ an Assignment and Acceptance satisfactory to the Borrower and the Agent as to the ~~increase in the~~ amount of ~~its~~ such Assuming Lender’s or Consenting Lender’s assumed Commitment and (CB) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an ~~Assumption Agreement~~ Assignment and Acceptance or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date, the sum of the aggregate outstanding principal amount of Advances plus the Available Amount of Letters of Credit outstanding exceed the Commitments of the Lenders having Commitments that extend to a date later than the Termination Date, the Borrower shall repay Advances and/or deposit funds into the L/C Cash Deposit Account in an amount equal to such excess.

Appears in 1 contract

Samples: Credit Agreement (Pepsiamericas Inc/Il/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the each anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, any other Borrower, any Guarantor, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04(c), and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such ~~date~~date and its obligations under Section 2.14(h) shall survive as to any Taxes paid for or reimbursed to such Non-Consenting Lender by any Borrower. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders as to which Consenting Lenders will not accept assignments, the Company may arrange for one or more Consenting Lenders or other Eligible ~~Assignees approved by the Agent~~Assignees, ~~each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender an amount equal to (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04(c), and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of ~~substitution~~substitution and its obligations under Section 2.14(h) shall survive as to any Taxes paid for or reimbursed to such Non-Consenting Lender by a Borrower. At least three Business Days prior to any Extension ~~Date,~~ Date (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting ~~Lender~~Lender for cancellation. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and ~~discharged~~discharged except to the extent specifically provided in this Section 2.19. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) If at any Termination Date that is to be extended as provided herein, the sum of the aggregate principal amount of Advances plus the Available Amount of Letters of Credit that would be outstanding at the close of business on the Termination Date being extended exceeds the Commitments of the Lenders having Commitments that extend to a later Termination Date, the Borrower or Borrowers shall either prepay Advances and/or deposit funds into the L/C Cash Deposit Account in an amount equal to such excess.

Appears in 1 contract

Samples: Credit Agreement (Electronic Data Systems Corp /De/)

Extension of Termination Date. (a) The ~~Borrower~~ Company, by written notice to the Agent (but not more than twice), may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration ~~by giving~~ to be effective as of the date specified in such notice ~~of such request~~ (an the “Extension ~~Request~~Date”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than fifteen days subsequent to the date ~~indicated in~~ the Company requests such ~~Extension Request~~extension (the “Notice Date”), notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least fifteen days subsequent to the Notice Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than fifteen days subsequent to the Notice Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request (the “~~Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such ~~date.~~ date and provided, further, that to the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender, and such Non-Consenting Lender's obligations to participate in Letters of Credit, shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than twenty days subsequent to the Notice Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Xxxxxxx notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent effective as of the Extension Date. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or ~~other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as~~ Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid ~~facility~~ commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.15 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) (i) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) and (ii) the extended Termination Date of any Lender is not later than five years after any date of determination, not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (Eastman Chemical Co)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 90 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 25 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 25 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall promptly (but in any event not later than 20 days prior to such anniversary date) notify the Borrower of the decision of the Lenders pursuant to this Section 2.18 regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (~~the~~ each, an “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at ~~the applicable~~ such Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 15 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank as~~ (an “Assuming ~~Lenders~~ Lender”) to assume, effective as of the applicable Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an agreement (an “Assumption Agreement”) in form and substance satisfactory to the Borrower and the Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Ca, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to the Termination Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not ~~later~~ more than 30 days prior to the ~~date indicated~~ Termination Date (but in ~~such Extension Request~~any event at least 20 days prior to the Termination Date), notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender (as defined in (b) below) with respect to such request. The Agent shall notify the Company not later than 10 days prior to the Termination Date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for one year; provided that on each Extension ~~Date the applicable conditions set forth in Article III~~ Date, no Default shall have occurred and be ~~satisfied~~continuing, or shall occur as a consequence thereof. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") provided that more than 50% of the Commitments is extended or otherwise committed to by Consenting Lenders and any Assuming Lenders, but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Borrowers, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Borrowers for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrowers and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more Consenting Lenders or other Eligible ~~Assignees approved by the Agent~~Assignees, ~~each Issuing Bank and each Swing Line Bank as Assuming Lenders~~ to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender (each such Consenting Lender or Eligible Assignee being an "Assuming Lender"); provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Agent (each an "Assumption Agreement") shall have been duly executed and delivered to the Company and the Agent at least three Business Days prior to any Extension Date by such Assuming Lender, the applicable Non-Consenting Lender, the Agent and the Borrowers; (ii) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees or utilization fees owing to such Non-Consenting Lender as of the effective date of such assignment; (iiiii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (~~iii~~iv) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Borrowers and the Agent as to the increase in the amount of its Commitment and (CB) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.16 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (iii), (iiiii) and (~~iii~~iv) of the ~~immediately preceding sentence~~second proviso to the third sentence in this subsection (c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders~~ having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) ), not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Borrowers, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Rohm & Haas Co)

Extension of Termination Date. (a) ~~The Borrower may request an extension of~~ At least 45 (but no earlier than 60) days prior to the Termination Date then in effect and provided all representations and warranties are true and correct in all material respects and no Event of Default has occurred and is continuing, the Company may, at ~~such time~~ its option, by ~~one year from its then scheduled expiration by giving~~ written notice ~~of such request (an “Extension Request”)~~ to the Agent~~. No more than two Extension Requests~~ , request that the Lenders extend the Termination Date for an additional 364 days from the Termination Date then in effect; provided, however, that the Company shall ~~be delivered by~~ not have made the ~~Borrower~~Term Loan Election for Revolving Credit Advances outstanding on such Termination Date prior to such time. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turnLender, in its sole discretion, shall consent or not ~~later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will~~ consent to such ~~Extension Request. If any Lender~~ extension and shall ~~fail to timely~~ notify the Agent ~~and the Borrower in writing~~ of its consent or nonconsent to ~~any~~ such extension within 20 Business Days of notice of such request from the Agent. If all of the Lenders consent in writing, the then applicable Termination Date shall, effective as at such Termination Date (the "Extension Date"), be extended for a period of 364 days from such Extension ~~Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request~~Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than not all of the Lenders ~~consent in writing to any such request in accordance with subsection (a) of this Section 2.19~~consent, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, to an extension of the Termination Date then in effect (the Lenders so consenting in writing being the "Consenting Lenders", and any Lender not so consenting being a "Non-Consenting Lender"), the ~~Borrower may~~ Company may: (i) arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective ~~as of~~ on the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such ~~Non-Consenting~~ Lender under this Agreement thereafter arising, ~~without recourse to~~ and effective on such Extension Date, each such Consenting Lender or ~~warranty by, or expense to,~~ such Assuming Lender will be substituted for such Non-Consenting ~~Lender~~Lender under this Agreement; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount~~10,000,000; ~~and~~ provided further ~~that:~~ that (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender ~~(A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the ~~effective~~ date of the assignment on, the ~~outstanding Advances, if any,~~ Advances of such Non-Consenting ~~Lender plus~~ Lender; (Bii) ~~any accrued but unpaid facility fees owing~~ the Company shall have paid to such Non-Consenting Lender ~~as of the effective date of such assignment; (ii)~~ any and all ~~additional costs reimbursements, expense reimbursements~~ facility fees and ~~indemnities~~ other fees payable to such Non-Consenting ~~Lender,~~ Lender and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder~~under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.10, and any indemnification for Taxes under this Section 2.13) as of the effective date of such ~~assignment shall have been paid to such Non-Consenting Lender~~assignment; ~~and~~ and (iii) with respect to any such Assuming Lender, such Assuming Lender or the Company shall have paid the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such ~~assignment shall have been paid~~assignment; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution~~. At least three Business Days~~ ; provided further that, on or prior to ~~any~~ the tenth day prior to the Extension Date, (Ax) ~~each~~ any such Assuming ~~Lender, if any,~~ Lender shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption ~~Agreement~~Agreement in substantially the form of Exhibit D hereto, duly executed by such Assuming Lender, such Non-Consenting ~~Lender, the Borrower~~ Lender and the ~~Agent~~Company, (By) any such Consenting ~~Lender~~ Bank shall have delivered confirmation in writing satisfactory to the ~~Borrower and the~~ Agent as to ~~the increase in the amount of~~ its increased Commitment and (Cz) each Non-Consenting Lender being replaced pursuant to this ~~Section 2.19~~ clause (i) shall have delivered to the Agent any Revolving Credit Note or Notes held by such Non-Consenting Lender~~. Upon~~ ; and provided further that, if requested by any Assuming Lender, each Borrower, at its own expense, shall have executed and delivered to the ~~payment or prepayment~~ Agent no later than 10:00 A.M. (New York City time) on the Extension Date, Revolving Credit Notes payable to the order of ~~all amounts referred to~~ each such Assuming Lender, if any, dated as of the Extension Date and substantially in ~~clauses (i),~~ the form of Exhibit A-1 hereto; or (ii) ~~and (iii)~~ subject to the giving of ~~the immediately preceding sentence, each~~ notice to such Non-Consenting Lender at least four days prior to the Extension Date, pay, prepay or ~~Assuming Lender~~cause to be prepaid, on and effective as of the Extension Date, ~~will be substituted for~~ all principal of, and interest accrued to the date of such payment on, Advances and all other amounts owing to such Non-Consenting Lender hereunder (including, but not limited to, any increased costs or other additional amounts owing under ~~this Agreement~~ Section 2.10 and ~~shall be a Lender~~ any indemnification for ~~all purposes~~ Taxes under Section 2.13) and terminate in whole any Non-Consenting Lender's Commitment, notwithstanding the provisions of ~~this Agreement~~Section 2.05; and, ~~without any further acknowledgment by~~ upon such payment or ~~the consent of the other Lenders~~prepayment, ~~and~~ the obligations of ~~each~~ such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05 shall survive such release and discharge as to matters occurring prior to the Extension Date. (dc) ~~If (after giving effect~~ In the event that, on or prior to ~~any assignments~~ the then applicable Extension Date, all Non-Consenting Lenders shall have been superseded by Consenting Lenders or ~~assumptions~~ Assuming Lenders or shall have had their Commitments terminated pursuant to subsection (cb)(i) ~~of this Section 2.19~~or (b)(ii) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article IIIabove, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) ~~of this Section 2.19~~above, each Non-Consenting Lender shall have no further Commitment hereunder, and ~~all references in this Agreement, and in the Notes~~each Assuming Lender, if any, shall thereafter be substituted as a party to this Agreement and be a Lender for the purposes of this Agreement, without any further acknowledgment by or the consent of the Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit Notes to the ~~“Termination Date” shall, with respect to each Consenting Lender~~ respective Assuming Lenders requesting such Notes and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each ~~such~~ Consenting Lender and each such Assuming Lender. (d) In the event that (x) as to a Non-Consenting Lender, neither procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a timely basis or (y) the Company shall, by written notice to the Agent at least four days prior to the Extension Date, withdraw its request for the extension of the Termination Date then in effect, such request by the Company shall be deemed not to have been made, all actions theretofore taken under subsection (b)(i) or (b)(ii) above shall be deemed to be of no effect, the Agent shall return any Revolving Credit Notes received from any Non-Consenting Lender to such Non-Consenting Lender and all the rights and obligations of the parties shall continue as if no such request had been made.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Honeywell International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Guarantor, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled ~~expiration by giving notice of such request (an “Extension Request”) to~~ expiration; provided, however, that the ~~Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Borrowers shall not ~~be less than ten Business Days after~~ have made the ~~date of~~ Term Loan Election for Advances outstanding on such ~~Extension Request)~~Termination Date prior to such time. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the ~~Borrower~~ Guarantor and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Guarantor in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Guarantor not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Guarantor's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Guarantor, such Lender or any other ~~Person~~Person and the Borrower s shall immediately repay all Advances and other amounts owing to such Non-Consenting Lender hereunder; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Guarantor for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Guarantor and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Guarantor may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment, in each case, to the extent of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension ~~Date~~Date or such later date as the Agent may agree, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Guarantor and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Guarantor and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Guarantor and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.18) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Guarantor, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Omnicom Group Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to the first, second and/or third anniversary of the Effective Date (the “Applicable Anniversary”), the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which ~~shall not~~ request may be ~~less than ten Business Days after the date~~ conditioned on a minimum level of ~~such Extension Request~~Revolving Credit Commitments from Consenting Lenders and Assuming Lenders). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the ~~date indicated in such Extension Request~~Applicable Anniversary, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the Applicable Anniversary, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 25 days prior to the Applicable Anniversary of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. For the avoidance of doubt, the Termination Date may be extended no more than three times pursuant to this ‎Section 2.19. (b) If all the Lenders consent in writing to any such request in accordance with ~~subsection (a) of this~~ Section ~~2.19~~2.19(a), the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Applicable Anniversary (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with ~~subsection (a) of this~~ Section ~~2.19~~2.19(a), the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to ~~subsection (d) of this~~ Section ~~2.19~~2.19(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with ~~subsection (c~~Section 2.19(c) ~~of this Section 2.19~~ on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to ~~subsection (a)~~ Section 2.19(a), the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than ten days prior to the Extension Date of ~~this Section 2.19~~the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 20,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~20,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive such substitution as to matters occurring prior to the date of substitution. At least ~~three~~ five Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender~~Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to ~~subsection (c) of this~~ Section ~~2.19~~2.19(c)) Lenders having ~~Revolving Credit~~ Commitments equal to ~~at least~~ more than 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.02, the Termination Date for each Consenting Lender and each Assuming Lender then in effect shall be extended for the additional ~~one-~~one year period as described in ~~subsection (a) of this~~ Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to 2.19(b); provided that the Termination Date as for each Non-Consenting Lender shall not be so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. On and after each Extension Date, the Ratable Share of each Lender’s participation in Letters of Credit and in L/C Obligations shall be calculated after giving effect to the Revolving Credit Commitments of the Lenders after the occurrence of such Extension Date.

Appears in 1 contract

Samples: Credit Agreement (Travelers Companies, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Gatx Corp)

Extension of Termination Date. (ai) Altria may, by written notice (an “Extension Notice”) to Xxxxxxx Sachs, as Administrative Agent, which shall promptly notify each Consenting Lender, not later than three Business Days prior to the Termination Date, extend the Termination Date solely with respect to such Consenting Lenders for an additional period of three months; provided that, on the date of each Extension Notice and on the effective date of each such extension, (i) no event has occurred and is continuing that constitutes a Default or Event of Default and (ii) the representations contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct; and provided, further, that Altria may deliver no more than two Extension Notices, so that the maximum time period the Termination Date may be extended pursuant to this Section 2.09(c) is six months past the original Termination Date. Upon the effectiveness of each extension provided for in this Section 2.09(c), all terms of this Agreement shall remain in full force and effect solely with respect to each Consenting Lender. The ~~Borrower may~~ provisions of Section 2.15 shall not be applicable to payments made to Non-Consenting Lenders on the Termination Date in connection with the termination of their Commitments. Altria agrees that it will, upon the request an of any Consenting Lender through Xxxxxxx Xxxxx, as Administrative Agent, issue a new Note in favor of such Consenting Lender reflecting the extended maturity date, in exchange for the Note held by such Consenting Lender, which shall be promptly returned to Altria and marked “cancelled”. (ii) Altria shall pay to Xxxxxxx Sachs, as Administrative Agent, for the account of each Consenting Lender, in the event of any three-month extension of the Termination Date ~~in effect at such time~~ by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Altria pursuant to this Section ~~2.19 and~~ 2.09(c), 0.7500% of the ~~Commitment(s)~~ aggregate amount of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to on the effective date of the ~~assignment on~~first three-month extension, and 3.0000% of the ~~outstanding Advances, if any,~~ aggregate amount of such ~~Non-~~Consenting ~~Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of~~ Lender’s Commitment on the effective date of the second three-month extension, in each case payable on such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargeddate. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Bridge Loan Agreement (Altria Group, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least ----------------------------- 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower in writing not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower' request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided -------------- -------- that on each Extension ~~Date~~ Date, the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.17, the Termination Date in effect at such time shall, subject to Section 2.17(d) and effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not ----------------- be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the --------------------- extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.17 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.17 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under -------- Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by~~ that agrees to an extension of the ~~Agent, each Issuing Bank and each Swing Line Bank as~~ Termination Date (an "Assuming ~~Lenders~~ Lender") to assume, --------------- effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ -------- ------- Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:: -------- ------- (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility ---- fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been ~~paid~~paid by the Assuming Lender; provided further that such Non-Consenting Lender’s 's rights under Sections -------- ------- 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an assumption agreement in substantially the form of Exhibit D (each an "Assumption Agreement") or an Assignment and Acceptance, as appropriate, -------------------- duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than 50% of the Commitments (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (c) of this Section ~~2.19~~2.17) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption ~~Agreement~~ Agreement, an Assignment and Acceptance or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, ~~subject to the~~ upon satisfaction of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.17, and all references in this Agreement, and in the Notes, if any, to the “"Termination ----------- Date” " shall, with respect to each Consenting Lender and each Assuming Lender ---- for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Monsanto Co /New/)

Extension of Termination Date. (a) ~~The Borrower~~ At least 60 days but not more than 90 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which ~~shall not~~ request may be ~~less than ten Business Days after the date~~ conditioned on a minimum level of ~~such Extension Request~~Revolving Credit Commitments from Consenting Lenders and Assuming Lenders). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 30 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than ten days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Revolving Credit Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 20,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $~~5,000,000~~20,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section ~~7.05~~7.06, shall survive such substitution as to matters occurring prior to the date of substitution. At least ~~three~~ five Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the ~~Agent,~~ Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its ~~Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender~~Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.02, the Termination Date then in effect shall be extended for the additional ~~one-~~one year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Revolving Credit Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender. On and after each Extension Date, the Ratable Share of each Lender’s participation in Letters of Credit and in L/C Obligations shall be calculated after giving effect to the Revolving Credit Commitments of the Lenders after the occurrence of such Extension Date.

Appears in 1 contract

Samples: Credit Agreement (Travelers Companies, Inc.)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days prior to any anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the ~~date indicated in such Extension Request~~applicable anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 30 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 25 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.20 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.20 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.20, the ~~Borrower~~ Agent shall promptly so notify the Company. The Company may arrange for one or more Consenting Lenders or other ~~Eligible Assignees~~ Persons approved by the ~~Agent,~~ Agent and each Issuing ~~Bank and each Swing Line~~ Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(b) for such assignment shall have been paid; Five Year Credit Agreement provided further that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.12, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section ~~2.19~~2.20) Lenders having ~~Revolving Credit~~ Commitments equal to at least 50% of the ~~Revolving Credit~~ Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Borrowers, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section ~~2.19~~2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Goodrich Corp)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 90 days prior to the first and/or second anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Gatx Corp)

Extension of Termination Date. (a) The Borrower may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No At least 60 but not more than ~~two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after~~ 90 days before each anniversary of the date of this Agreement, the Borrower may, by delivering a written request to the Agent (each such ~~Extension Request~~request being irrevocable), request that each Lender extend for one year the Termination Date. The Agent ~~shall~~ shall, upon its receipt of such a request, promptly notify each Lender ~~of such request~~thereof, and request that each Lender ~~shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower and~~ promptly advise the Agent ~~in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing~~ of its ~~consent to any such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to~~ approval or rejection of such request. (b) ~~If all~~ Upon receipt of such notification from the ~~Lenders consent in writing to any such request in accordance with subsection~~ Agent, each Lender may (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be ~~extended as~~ required to), in its sole and absolute discretion, agree to ~~any other Lender (each a “Non-Consenting Lender”). To the extent that~~ extend the Termination Date ~~is not extended as~~ with respect to its Commitment for a period of one year, and shall (should it determine to do so), no later than 30 days following its receipt of such notification, notify the Agent of its approval concerning such request. If any Lender ~~pursuant to this Section 2.19 and~~ shall not so notify the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the BorrowerAgent, such Lender ~~or any other Person; provided that~~ shall be deemed not to have consented to such ~~Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05,~~ request. The Agent shall ~~survive~~ thereupon notify the ~~Termination Date for such Lender~~ Borrower as to ~~matters occurring prior~~ the Lenders, if any, that have consented to such ~~date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date~~request. (c) If ~~less than all of the Lenders consent to any~~ such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been ~~paid~~ consented to ~~such Non-Consenting Lender; and~~ by all the Lenders (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (determined after giving effect to the replacement of any ~~assignments or assumptions~~ Lender pursuant to ~~subsection (c) of this~~ Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date9.07(g)), the Agent shall notify the ~~Lenders~~ Borrower in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Agent and each Lender, on or prior to the then-effective Termination Date, of (~~including, without limitation, each Assuming Lender~~i) a certificate of a duly authorized officer of the ~~extension~~ Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the ~~scheduled Termination Date~~ representations and warranties set forth in Section 5.01 and as to the absence, both before and after giving effect ~~immediately prior thereto~~ to such proposed extension, of any Event of Default or any Unmatured Default, (ii) certified copies of all corporate and ~~shall thereupon record~~ governmental approvals, if any, required to be obtained by the Borrower or the Parent in connection with such extension and (iii) an opinion or opinions of counsel to the ~~Register~~ Borrower and the ~~relevant information with respect~~ Parent as to ~~each~~ the matters set forth in paragraphs 1, 2, 3, 5, 6 and 8 of Exhibit F after giving effect to such ~~Consenting Lender~~ extension and ~~each~~ such ~~Assuming~~ other matters as any Lender, through the Agent, may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Commonwealth Edison Co)

Extension of Termination Date. (ai) ~~The Borrower~~ At least 30 days but not more than 60 days prior to each anniversary of the Effective Date (any such applicable anniversary of the Effective Date, the “Extension Date”), Mondelēz International, by written notice to the Administrative Agent, may request ~~an extension of~~ that each Lender extend the Termination Date for such Lender’s Commitment for an additional one-year period; provided that Mondelēz International may not request more than one extension in ~~effect at such time by one year from its then scheduled expiration by giving notice~~ any period of ~~such request (an “Extension Request”) to the Agent. No~~ 12 consecutive months or more than two ~~Extension Requests shall be delivered by~~ extensions during the ~~Borrower. Each~~ term of this Agreement and, after giving effect to each such ~~Extension Request shall indicate~~ extension, the ~~date by which responses are requested (which~~ Termination Date shall not be ~~less~~ more than ~~ten Business Days after~~ five years from the ~~date of such~~ applicable Extension ~~Request).~~ Date. (ii) The Administrative Agent shall promptly notify each Lender of such ~~request,~~ request and each Lender shall ~~in turn~~then, in its sole discretion, ~~not later than the date indicated in such Extension Request,~~ notify ~~the Borrower~~ Mondelēz International and the Administrative Agent in writing as no later than 20 days prior to the Extension Date whether such Lender will consent to the extension (each such ~~Extension Request~~Lender consenting to the extension, an “Extending Lender”). If The failure of any Lender ~~shall fail~~ to ~~timely~~ notify the Administrative Agent ~~and the Borrower in writing~~ of its intent to consent to any ~~such Extension Request, such Lender~~ extension shall be deemed ~~to be~~ a ~~Non-Consenting Lender with respect to~~ rejection by such ~~request~~Lender. (biii) ~~If all~~ Subject to satisfaction of the ~~Lenders consent~~ conditions in ~~writing to any such request in accordance with subsection (a~~Sections 3.03(a) and 3.03(b) as of ~~this Section 2.19~~the Extension Date, the Termination Date in effect at such time ~~shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”),~~ shall be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Nonan additional one-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lenderyear period; provided, however, that no such extension shall be effective unless the Required Lenders agree thereto (it being understood and agreed that, as to any Lender that does not agree to such extension (any such Lender, a “Non-Extending Lender”), subject to any assignment thereof to a New Lender in accordance with Section 2.10(b)(v), the Commitment of each Non-Extending Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”), and the principal amount of any outstanding Advances made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the ~~Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment~~ account of such Non-~~Consenting Lender is less than $5,000,000~~Extending Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrowers shall also make such other prepayments of Advances pursuant to Section 2.11 as shall be required in ~~which case such Assuming Lender shall assume~~ order that, after giving effect to the termination of the Commitments of, and all ~~of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such~~ payments to, Non-~~Consenting Lender~~ Extending Lenders, (Ax) the aggregate principal amount ofof the Advances then outstanding of any Lender shall not exceed such Lender’s Commitment, (y) the aggregate principal amount of Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Lenders and (z) the Advances are held by the Lenders in accordance with their respective Commitments). (iv) To the extent that there are Non-Extending Lenders, the Administrative Agent shall promptly so notify the Extending Lenders, and ~~any interest accrued~~ each Extending Lender may, in its sole discretion, give written notice to Mondelēz International and ~~unpaid~~ the Administrative Agent no later than 15 days prior to the ~~effective date~~ Extension Date of the ~~assignment on,~~ amount of the ~~outstanding Advances, if any,~~ Commitments of ~~such~~ the Non-~~Consenting Lender plus~~ Extending Lenders that it is willing to assume. (Bv) Mondelēz International shall be permitted to require that any ~~accrued but unpaid facility fees owing to such~~ Non-~~Consenting~~ Extending Lender ~~as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable~~ assign its Commitments to ~~such~~ an Extending Lender or to replace any Lender that is a Non-~~Consenting~~ Extending Lender with a replacement bank or other financial institution or entity (each, a “New Lender”); provided that (A) the New Lender shall purchase, at par, all Advances and ~~all~~ other ~~accrued and unpaid~~ amounts owing to such ~~Non-Consenting~~ replaced Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring on or prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agentreplacement, (B) Mondelēz International and any other applicable Borrower shall be liable to such replaced Lender under Section 9.04(b) if any Term SOFR 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 Commitment and Advances to the applicable replacement Lender or Lenders in accordance with the provisions of Section 9.07 (provided that Mondelēz International shall be obligated to pay the processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, Mondelēz International or any 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 ~~Consenting~~ replacement shall not be deemed to be a waiver of any rights that Mondelēz International, any other applicable Borrower, the Administrative Agent or any other Lender shall have ~~delivered confirmation in writing satisfactory to~~ against the ~~Borrower~~ replaced Lender. (vi) If the Extending Lenders and the ~~Agent as~~ New Lenders are willing to ~~the increase~~ commit amounts that, in an aggregate, exceed the amount of ~~its~~ the Commitments of the Non-Extending Lenders, Mondelēz International and the Administrative Agent shall allocate the Commitments of the Non-Extending Lenders among them. (vii) If any bank or other financial institution or entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.10(b), (x) 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 Commitments in effect on and after the applicable Extension Date and (y) if, on the date of such joinder or increase, there are any Advances outstanding, such Advances shall on or prior to such date be prepaid from the proceeds of new Advances made hereunder in the same amounts (reflecting such joinder or increase), which prepayment shall be accompanied by accrued interest on the 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 Termination Date applicable to each ~~Non-Consenting Lender being replaced~~ Lender. (ix) In connection with any extension of the Termination Date pursuant to this Section ~~2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i~~2.10(b), ~~(ii)~~ the Administrative Agent and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this AgreementMondelēz International may, without ~~any further acknowledgment by or~~ the consent of any Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the ~~other Lenders~~reasonable opinion of the Administrative Agent, ~~and the obligations of each such Non-Consenting Lender hereunder shall, by~~ to give effect to the provisions ~~hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c)~~ of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender2.10(b).

Appears in 1 contract

Samples: Revolving Credit Agreement (Mondelez International, Inc.)

Extension of Termination Date. (a) ~~The Borrower may request an extension of~~ At least 45 (but no earlier than 60) days prior to the Termination Date then in effect and provided all representations and warranties are true and correct in all material respects and no Event of Default has occurred and is continuing, the Company may, at ~~such time~~ its option, by ~~one year from its then scheduled expiration by giving~~ written notice ~~of such request (an “Extension Request”)~~ to the Agent~~. No more than two Extension Requests~~ , request that the Lenders extend the Termination Date for an additional 364 days from the Termination Date then in effect; provided, however, that the Company shall ~~be delivered by~~ not have made the ~~Borrower~~Term Loan Election for Revolving Credit Advances outstanding on such Termination Date prior to such time. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turnLender, in its sole discretion, shall consent or not ~~later than the date indicated in such Extension Request, notify the Borrower and the Agent in writing as to whether such Lender will~~ consent to such ~~Extension Request. If any Lender~~ extension and shall ~~fail to timely~~ notify the Agent ~~and the Borrower in writing~~ of its consent or nonconsent to ~~any~~ such extension within 20 Business Days of notice of such request from the Agent. If all of the Lenders consent in writing, the then applicable Termination Date shall, effective as at such Termination Date (the "Extension Date"), be extended for a period of 364 days from such Extension ~~Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request~~Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than not all of the Lenders ~~consent in writing to any such request in accordance with subsection (a) of this Section 2.19~~consent, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.16, to an extension of the Termination Date then in effect (the Lenders so consenting in writing being the "Consenting Lenders", and any Lender not so consenting being a "Non-Consenting Lender"), the ~~Borrower may~~ Company may: (i) arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective ~~as of~~ on the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such ~~Non-Consenting~~ Lender under this Agreement thereafter arising, ~~without recourse to~~ and effective on such Extension Date, each such Consenting Lender or ~~warranty by, or expense to,~~ such Assuming Lender will be substituted for such Non-Consenting ~~Lender~~Lender under this Agreement; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount~~10,000,000; ~~and~~ provided further ~~that:~~ that (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender ~~(A)~~ the aggregate principal amount of, and any interest accrued and unpaid to the ~~effective~~ date of the assignment on, the ~~outstanding Advances, if any,~~ Advances of such Non-Consenting ~~Lender plus~~ Lender; (Bii) ~~any accrued but unpaid facility fees owing~~ the Company shall have paid to such Non-Consenting Lender ~~as of the effective date of such assignment; (ii)~~ any and all ~~additional costs reimbursements, expense reimbursements~~ facility fees and ~~indemnities~~ other fees payable to such Non-Consenting ~~Lender,~~ Lender and all other accrued and unpaid amounts owing to such Non-Consenting Lender ~~hereunder~~under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.10, and any indemnification for Taxes under this Section 2.13) as of the effective date of such ~~assignment shall have been paid to such Non-Consenting Lender~~assignment; ~~and~~ and (iii) with respect to any such Assuming Lender, such Assuming Lender or the Company shall have paid the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(a) for such ~~assignment shall have been paid~~assignment; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution~~. At least three Business Days~~ ; provided further that, on or prior to ~~any~~ the tenth day prior to the Extension Date, (Ax) ~~each~~ any such Assuming ~~Lender, if any,~~ Lender shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption ~~Agreement~~Agreement in substantially the form of Exhibit D hereto, duly executed by such Assuming Lender, such Non-Consenting ~~Lender, the Borrower~~ Lender and the ~~Agent~~Company, (By) any such Consenting ~~Lender~~ Bank shall have delivered confirmation in writing satisfactory to the ~~Borrower and the~~ Agent as to ~~the increase in the amount of~~ its increased Commitment and (Cz) each Non-Consenting Lender being replaced pursuant to this ~~Section 2.19~~ clause (i) shall have delivered to the Agent any Revolving Credit Note or Notes held by such Non-Consenting Lender~~. Upon~~ ; and provided further that, if requested by any Assuming Lender, each Borrower, at its own expense, shall have executed and delivered to the ~~payment or prepayment~~ Agent no later than 10:00 A.M. (New York City time) on the Extension Date, Revolving Credit Notes payable to the order of ~~all amounts referred to~~ each such Assuming Lender, if any, dated as of the Extension Date and substantially in ~~clauses (i),~~ the form of Exhibit A-1 hereto; or (ii) ~~and (iii)~~ subject to the giving of ~~the immediately preceding sentence, each~~ notice to such Non-Consenting Lender at least four days prior to the Extension Date, pay, prepay or ~~Assuming Lender~~cause to be prepaid, on and effective as of the Extension Date, ~~will be substituted for~~ all principal of, and interest accrued to the date of such payment on, Advances and all other amounts owing to such Non-Consenting Lender hereunder (including, but not limited to, any increased costs or other additional amounts owing under ~~this Agreement~~ Section 2.10 and ~~shall be a Lender~~ any indemnification for ~~all purposes~~ Taxes under Section 2.13) and terminate in whole any Non-Consenting Lender's Commitment, notwithstanding the provisions of ~~this Agreement~~Section 2.05; and, ~~without any further acknowledgment by~~ upon such payment or ~~the consent of the other Lenders~~prepayment, ~~and~~ the obligations of ~~each~~ such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Non-Consenting Lender's rights under Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05 shall survive such release and discharge as to matters occurring prior to the Extension Date. (dc) ~~If (after giving effect~~ In the event that, on or prior to ~~any assignments~~ the then applicable Extension Date, all Non-Consenting Lenders shall have been superseded by Consenting Lenders or ~~assumptions~~ Assuming Lenders or shall have had their Commitments terminated pursuant to subsection (cb)(i) ~~of this Section 2.19~~or (b)(ii) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article IIIabove, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) ~~of this Section 2.19~~above, each Non-Consenting Lender shall have no further Commitment hereunder, and ~~all references in this Agreement, and in the Notes~~each Assuming Lender, if any, shall thereafter be substituted as a party to this Agreement and be a Lender for the purposes of this Agreement, without any further acknowledgment by or the consent of the Lenders. The Agent shall thereupon promptly deliver the new Revolving Credit Notes to the ~~“Termination Date” shall, with respect to each Consenting Lender~~ respective Assuming Lenders requesting such Notes and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each ~~such~~ Consenting Lender and each such Assuming Lender. (d) In the event that (x) as to a Non-Consenting Lender, neither procedure contemplated by subsection (b)(i) or (b)(ii) above is implemented in a timely basis or (y) the Company shall, by written notice to the Agent at least four days prior to the Extension Date, withdraw its request for the extension of the Termination Date then in effect, such request by the Company shall be deemed not to have been made, all actions theretofore taken under subsection (b)(i) or (b)(ii) above shall be deemed to be of no effect, the Agent shall return any Revolving Credit Notes received from any Non-Consenting Lender to such Non-Consenting Lender and all the rights and obligations of the parties shall continue as if no such request had been made.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Honeywell International Inc)

Extension of Termination Date. (a) ~~The Borrower~~ At least 45 days but not more than 60 days prior to any anniversary of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than ~~the date indicated in~~ 20 days prior to such ~~Extension Request~~anniversary date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable anniversary date ~~indicated in the applicable Extension Request~~ (the “"Extension Date”"), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If ~~less~~ fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, ~~the Commitment(s)~~ each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the ~~Borrower~~Company, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If ~~less~~ fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~9.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections 2.11, 2.14 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the ~~Borrower~~ Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the ~~Borrower~~ Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the ~~Borrower~~ Company and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the ~~Borrower~~Company, and, subject to the satisfaction of the applicable conditions in ~~Article III~~Section 3.03, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (Honeywell International Inc)

Extension of Termination Date. ~~(a) The~~ If no Default or Potential Default exists, Borrower may request ~~an extension~~ one-year extensions of the then-existing Termination Date ~~in effect at such time~~ by ~~one year from its then scheduled expiration by giving notice of~~ making such request in writing (an “"Extension Request”") to Agent between seventy-five (75) and ninety (90) days prior to the ~~Agent~~date that is one (1) year prior to the then-existing Termination Date. ~~No more than two Extension Requests~~ The then-existing Termination Date shall be ~~delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested~~ extended for one (~~which shall not be less than ten Business Days after the date of such Extension Request). The~~ 1) year only if (i) Agent ~~shall promptly notify each Lender of such request,~~ and each Lender ~~shall~~ consent in ~~turn, in its sole discretion, not later than~~ writing to such extension within thirty (30) days following the ~~date indicated in such~~ receipt of the Extension Request, ~~notify~~ and (ii) Borrower pays to Agent the ~~Borrower and the~~ extension fee set forth in Section 4.4. The failure to respond by Agent ~~in writing as to whether such Lender will consent to such Extension Request. If~~ or any Lender ~~shall fail~~ to ~~timely notify the Agent and the Borrower in writing of its consent to any such~~ an Extension ~~Request, such Lender~~ Request shall be deemed to be a denial of such consent by such Person. If Lenders having a Pro Rata Part of at least eighty percent (80%) consent to such extension (such Lenders being "Consenting Lenders" and the Lenders not consenting being "Non-Consenting ~~Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19~~Lenders"), then the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to ~~those~~ the Consenting Lenders provided that ~~so consented~~ Borrower on or before the then-current Termination Date either (~~each a “Consenting Lender”~~a) ~~but shall not be extended as~~ pays to ~~any other Lender (each a “~~the Non-Consenting ~~Lender”). To~~ Lenders the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid Principal Debt owing to such Non-Consenting ~~Lender (A) the aggregate principal amount of~~Lenders, together with all interest and ~~any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility~~ fees owing to such Non-Consenting ~~Lender as~~ Lenders, in which case the Commitments of ~~the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to~~ such Non-Consenting ~~Lender~~Lenders shall be terminated, ~~and all other accrued and unpaid amounts owing to such~~ or (b) effects an assignment from the Non-Consenting Lenders to a new Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced or Lenders pursuant to ~~this~~ Section ~~2.19~~ 13.10 who shall ~~have delivered~~ consent to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the ~~scheduled~~ Termination ~~Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender~~Date.

Appears in 1 contract

Samples: Credit Agreement (Security Capital Industrial Trust)

Extension of Termination Date. (a) ~~The Borrower~~ At least 30 days but not more than 45 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by ~~one year~~ 364 days from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request)expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, no earlier than 30 days, but in any event, not later than 20 days prior to the ~~date indicated in such Extension Request~~Termination Date, notify the ~~Borrower and the~~ Administrative Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the Termination Date. If any Lender shall fail to ~~timely~~ notify the Administrative Agent and the Borrower in writing of its consent to any such ~~Extension Request~~request for extension of the Termination Date at least 20 days prior to the Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the Termination Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the ~~date indicated in the applicable Extension Request~~ Termination Date (the “"Extension Date”"), be extended for ~~one year~~364 days; provided that on each Extension ~~Date~~ Date, the applicable conditions set forth in ~~Article III~~ Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension ~~Date and subject to subsection (d) of this Section 2.19~~Date, be extended as to those Lenders that so consented (each a “"Consenting Lender”") but shall not be extended as to any other Lender (each a “"Non-Consenting Lender”"). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender~~’s Commitment(s)~~ 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the ~~Revolving Credit~~ Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $~~5,000,000~~ 15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $~~5,000,000~~15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section ~~8.07(b~~8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section ~~2.19~~ 2.18 shall have delivered to the Administrative Agent any Revolving Credit Note or Revolving Credit Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments ~~or assumptions~~ pursuant to subsection (cb) of this Section ~~2.19~~2.18) ~~Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date~~ consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, ~~subject to the satisfaction~~ so long as no Default shall have occurred and be continuing as of ~~the applicable conditions in Article III~~such Extension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for the additional ~~one~~364-~~year~~ day period as described in subsection (a) of this Section ~~2.19~~2.18, and all references in this Agreement, and in the Revolving Credit Notes, if any, to the “"Termination Date” " shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Credit Agreement (Applied Materials Inc /De)

Extension of Termination Date. (a) ~~The Borrower may request an extension of the Termination Date in effect at such time~~ IBM may, by ~~one year from its then scheduled expiration by giving notice of such~~ written request (an “Extension Request”) to the Administrative Agent~~. No more than two~~ , substantially in the form of Exhibit J, delivered (i) at any time during the period from May 21, 2018 to July 20, 2018 (such extension date, the “2018 Extension ~~Requests shall be delivered~~ Date”) and (ii) at any time during the 60-day period preceding each subsequent anniversary of the 2018 Extension Date, request that the Lenders extend the Termination Date then in effect (the “Existing Termination Date”) (x) in the case of foregoing clause (i), to July 20, 2023 (the “Alignment Termination Date”) and (y) in the case of foregoing clause (ii), by ~~the Borrower. Each such Extension Request shall indicate the date by which responses are requested~~ one year. (~~which shall not be less than ten Business Days after the date~~ b) Upon receipt of ~~such~~ an Extension Request~~). The~~ , the Administrative Agent shall promptly notify each Lender ~~of such request~~thereof, and each Lender shall notify the Administrative Agent in ~~turn~~writing by the deadline (the “Extension Request Deadline”) specified in such Extension Request, which deadline shall in any case not be later than 5:00 P.M., New York City time, on the date which is 30 days after delivery of such Extension Request, of such Lender’s election, in its sole discretion, (i) to extend the Existing Termination Date as set forth in the Extension Request (provided that the Existing Termination Date shall be so extended only to the extent expressly provided in paragraph (c) below) or (ii) not ~~later than~~ to extend the ~~date indicated in such Extension Request~~Existing Termination Date (any Lender not electing to extend, a “Non-Extending Lender”). Any Lender that fails to notify the ~~Borrower and the~~ Administrative Agent ~~in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower~~ in writing of its ~~consent to any such~~ election by the Extension ~~Request, such Lender~~ Request Deadline shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a “Consenting Extending Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If ~~less than all of the~~ Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and each Swing Line Bank as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having whose Revolving Credit Commitments ~~equal to~~ aggregate at least 5051% of the Revolving Credit Commitments ~~in effect immediately prior~~ of all Lenders agree to extend the Existing Termination Date, then the Existing Termination Date shall automatically be so extended as of the Extension ~~Date consent~~ Request Deadline, provided that any Lender that became a Non-Extending Lender pursuant to any previous Extension Request shall be deemed to be a Non-Extending Lender in ~~writing~~ respect of each subsequent Extension Request, and provided, further, that if all Lenders do not agree to ~~a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension~~ extend the Existing Termination Date, then (i) IBM shall have the right to cancel any such extension by so notifying the Administrative Agent ~~shall so notify~~ within five Business Days after the ~~Borrower~~relevant Extension Request Deadline, ~~and, subject to~~ in which case the ~~satisfaction of the applicable conditions in Article III, the~~ Existing Termination Date ~~then in effect~~ shall not be extended ~~for the additional one-year period as described in subsection~~ and (aii) ~~of this Section 2.19, and all references in this Agreement, and~~ in the ~~Notes~~event that such extension is not so cancelled, ~~if any, to the “Termination Date” shall~~then, with respect to each ~~Consenting~~ Non-Extending Lender, IBM shall either (directly or, where applicable, through the relevant Subsidiary Borrowers): (i) during the six-month period preceding the Existing Termination Date, on each date on which US$ Loans are borrowed or continued as, or converted into, Eurodollar Loans having an Interest Period ending after the Existing Termination Date, repay the portion of such Non-Extending Lender’s Loans which would otherwise have been part of such borrowing, continuation or conversion and permanently reduce such Non-Extending Lender’s Revolving Credit Commitment by a like amount, (ii) on the Existing Termination Date, terminate the Revolving Credit Commitment and Swing Line Commitment (if any) of such Non-Extending Lender and ~~each Assuming~~ repay the then outstanding US$ Loans made by such Non-Extending Lender, together with accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender ~~for such Extension Date~~hereunder, ~~refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (~~including, without limitation, amounts payable pursuant to Section 2.19, and (iii) on the Existing Termination Date either (A) terminate the Commitments of such Non-Extending Lender under any Local Currency Facility and repay the then outstanding Local Currency Loans made by such Non-Extending Lender, together with accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender under any Local Currency Facility or (B) to the extent the option described in clause (A) above is not exercised, obtain the written agreement of such Non-Extending Lender that the loans and other obligations outstanding under each ~~Assuming~~ relevant Local Currency Facility shall on the Existing Termination Date automatically cease to be subject to the terms of this Agreement (including the guarantee of IBM contained in Section 10); or (y) at any time prior to the Existing Termination Date, cause one or more banks or other financial institutions to purchase at par, pursuant to Section 11.8, such Non-Extending Lender’s Revolving Credit Commitment and outstanding US$ Loans (which purchase shall be accompanied by payment of accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender hereunder, including, without limitation, amounts payable pursuant to Section 2.19), in which case such Non-Extending Lender shall, promptly upon request by IBM, agree to transfer its Revolving Credit Commitment and US$ Loans upon the terms and subject to the conditions of Section 11.8 to such banks or other financial institutions (provided that the registration and processing fee referred to therein shall be paid by either IBM or the relevant transferee); provided, that on the date (the “Purchase Date”) of any such purchase of such Non-Extending Lender’s Revolving Credit Commitment and US$ Loans, such Non-Extending Lender’s Swing Line Commitment (if any) shall be terminated, and provided, further, that on the ~~extension~~ Purchase Date either (A) the Commitments of such Non-Extending Lender under any Local Currency Facility shall be terminated or purchased and the ~~scheduled Termination~~ then outstanding Local Currency Loans made by such Non-Extending Lender shall be repaid or purchased (which repayment or purchase shall be accompanied by payment of accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender under any Local Currency Facility), in each case on terms satisfactory to such Non-Extending Lender, or (B) to the extent the option described in clause (A) above is not exercised, IBM shall have obtained the written agreement of such Non-Extending Lender that the loans and other obligations outstanding under each relevant Local Currency Facility shall on such Purchase Date automatically cease to be subject to the terms of this Agreement (including the guarantee of IBM contained in ~~effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender~~Section 10).”

Appears in 1 contract

Samples: 5 Year Credit Agreement (International Business Machines Corp)

Extension of Termination Date. (a) The ~~Borrower~~ Company, by written notice to the Agent at least 45 days prior to any Extension Date (as defined below), may request an extension of the Termination Date in effect at such time by one year from its then scheduled ~~expiration by giving notice of~~ expiration. The Company may make any such request ~~(an “Extension Request”)~~ up to ~~the Agent. No~~ two times but not more than ~~two~~ once in any calendar year, provided that the first Extension ~~Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which~~ Date shall not be ~~less~~ earlier than ~~ten Business Days after~~ the ~~date~~ first anniversary of ~~such Extension Request)~~the Effective Date. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, ~~not~~ no later than 35 days prior to the ~~date indicated in such~~ applicable Extension ~~Request~~Date, notify the ~~Borrower~~ Company and the Agent in writing as to whether such Lender will consent to such ~~Extension Request~~extension. If any Lender shall fail to ~~timely~~ notify the Agent and the ~~Borrower~~ Company in writing of its consent to any such request for extension of the Termination Date at least 35 days prior to the applicable Extension ~~Request~~Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 30 days prior to the applicable Extension Date of the decision of the Lenders regarding such request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the Termination Date in effect at such time shall, effective as at the date ~~indicated~~ specified in the applicable ~~Extension Request~~ extension request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in ~~Article III~~ Section 3.03 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section ~~2.19~~2.18, the applicable Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section ~~2.19~~2.18, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the applicable Termination Date is not extended as to any Lender pursuant to this Section ~~2.19~~ 2.18 and the ~~Commitment(s)~~ Commitment of such Lender is not assumed in accordance with subsection (c) of this Section ~~2.19~~ 2.18 on or prior to the applicable Extension Date, the ~~Commitment(s)~~ Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by ~~the~~ any Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections ~~2.11~~2.10, ~~2.14~~ 2.13 and ~~8.04~~9.04, and its obligations under Section ~~7.05~~8.08, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the ~~Borrower~~ Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section ~~2.19~~2.18, the ~~Borrower~~ Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 25 days prior to the applicable Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Company and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees ~~approved by the Agent, each Issuing Bank and each Swing Line Bank~~ as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s ~~Commitment(s)~~ Commitment and all of the obligations of such ~~Non-Consenting~~ Non- then the Company may, at its sole expense and effort and so long as no Default is continuing, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement ~~thereafter arising, without recourse~~ to ~~or warranty by, or expense to, such Non-Consenting Lender; provided, however,~~ an Eligible Assignee that the amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume ~~all of~~ such ~~lesser amount~~obligations (which assignee may be another Lender, if a Lender accepts such assignment); ~~and~~ provided ~~further~~ that: (i) ~~any such Consenting Lender or Assuming Lender~~ the Company shall have paid to the Agent the assignment fee (if any) specified in Section 9.06; (ii) such ~~Non-Consenting~~ assigning Lender ~~(A) the aggregate principal~~ shall have received payment of an amount ~~of, and any interest accrued and unpaid~~ equal to the ~~effective date~~ outstanding principal of ~~the assignment on, the outstanding~~ its Advances, ~~if any~~accrued interest thereon, accrued fees and all other amounts then payable to it hereunder (including any amounts under Section 9.04(c)) from the assignee (to the extent of such ~~Non-Consenting Lender plus~~ outstanding principal and accrued interest and fees) or the Borrowers (Bin the case of all other amounts); (iii) in the case of any ~~accrued but unpaid facility fees owing~~ such assignment resulting from a claim for compensation under Section 2.10 or payments required to be made pursuant to Section 2.13, such ~~Non-Consenting Lender as of~~ assignment will result in a reduction in such compensation or payments after the ~~effective~~ date of such assignment; (iiiv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment ~~shall have been paid to such Non-Consenting Lender~~does not conflict with applicable law; and (~~iii~~v) ~~with respect to~~ in the case of any ~~such Assuming~~ assignment resulting from a Lender becoming a Non- Approving Lender, the applicable ~~processing and recordation fee~~ assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required ~~under Section 8.07(b) for~~ to make any such assignment ~~shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11~~or delegation if, ~~2.14 and 8.04~~prior thereto, ~~and its obligations under Section 7.05, shall survive such substitution~~ as ~~to matters occurring prior to the date~~ a result of ~~substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed~~ a waiver by such ~~Assuming Lender, such Non-Consenting Lender~~Lender or otherwise, the ~~Borrower~~ circumstances entitling the Company to require such assignment and ~~the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory~~ delegation cease to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedapply. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.19, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender.

Appears in 1 contract

Samples: Five Year Credit Agreement (At&t Inc.)

Common use of Extension of Termination Date Clause in Contracts