Extension of Termination Date. (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect. (i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so. (iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Extension of Termination Date. (a) Without any further action by or consent The Company may request, in a notice (an “Extension Request”; the date of delivery thereof to the Administrative Agent being the “Extension Request Date”) given as herein provided to the Administrative Agent and each of the LendersBanks not more than 60 days prior to any anniversary of the Closing Date, that the Termination Date be extended for a period of one year each with respect to up to the Aggregate Commitments then in effect (the “Extended Commitment Amount”), which notice shall specify that the requested extension with respect to the Extended Commitment Amount is to be effective (the “Extension Effective Date”) on the respective anniversary of the Closing Date immediately following the Extension Request Date, and that the new Termination Date to be in effect following such extension (the “Requested Termination Date”; provided that if such day is not a Eurocurrency Business Day, the Requested Termination Date shall be extended the immediately preceding Eurocurrency Business Day) is to November 8, 2028, if, on or before be the date that is 364 days one year after the Effective then current Termination Date, the Borrower ; and provided further that no such extension shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: be permitted if (i) a copy of Default has occurred and is continuing on the securities certificate registered with Extension Request Date or the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, Extension Effective Date or (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 this Agreement, are not true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on Extension Request Date and as of such date, the Extension Effective Date (except to the extent (i) where such representations and warranties expressly relate to any an earlier date, in which case such representations and warranties were shall have been true and correct in all material respects as of such earlier date and (except that ii) any representation or warranty which that is qualified as to materiality or by reference to a “Material Adverse Effect Effect” shall be true and correct in all respects) as of such earlier date). Each Bank shall, at any time after the Effective Date but not less than 25 days prior to the then existing Termination Date (Extension Effective Date, notify the “Existing Termination Date”)Company and the Administrative Agent, propose of its election, in its sole discretion, to extend or not to extend the Existing Termination Date for an additional one year period measured from with respect to its pro rata share of the Existing Termination Extended Commitment Amount (based on such Bank’s Commitment as a percentage of the Aggregate Commitments immediately prior to the Extension Effective Date; provided that in no event may ). If on the Borrower request more than two extensions of date 25 days prior to the Extension Effective Date the Majority Banks elect to extend the Termination Date pursuant with respect to their pro rata share of the Extended Commitment Amount, then, subject to the provisions of this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F2.19, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended for one year. Any Bank which shall not notify the Company and the Administrative Agent of its election to extend the Termination Date on or prior to the Proposed date 25 days prior to the Extension Date; provided that no Effective Date shall be deemed to have elected not to extend the Termination Date with respect to its pro rata share of any Lender shall be extended unless the Required Lenders at Extended Commitment Amount.
(b) Provided that the time any such extension is requested Majority Banks shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to pro rata share of the Borrower Extended Commitment Amount as provided in this Section 2.19, if any Bank shall timely notify the Company and the Administrative Agent pursuant to paragraph (a) of this Section 2.19 of its election not to extend its pro rata share of the Extended Commitment Amount, or shall be deemed to have elected not to extend its pro rata share of the Extended Commitment as requested Amount (each any such Bank being called a “Non-Extending LenderBank”), then the Company may, on or prior to the Extension Effective Date, replace, in whole or in part, the Commitments of the Non-Extending Banks with additional or new Commitments of the remaining Banks (the “Continuing Banks”) or new Banks (each such Bank, and each new Bank that agrees to participate in a Commitment Increase, the “Additional Banks”) with the consent of such Continuing Banks or Additional Banks. Each Additional Bank shall execute and deliver an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which such Additional Bank shall become a party to this Agreement.
(c) If the Majority Banks shall have elected to extend their pro rata share of the Extended Commitment Amount as provided in this Section 2.19, then (i) the Commitments of the Continuing Banks and any Additional Banks equal to their pro rata share of the Extended Commitment Amount as provided in this Section 2.19 shall continue until the Requested Termination Date specified in the notice from the Company, and as to such Banks the term “Termination Date”, as used herein, shall mean such Requested Termination Date; (ii) the Commitment of each any Non-Extending Lender Bank shall terminate on its continue until such time as the Commitment of such Non-Extending Bank shall have been assigned to Continuing Banks and/or Additional Banks and, to the extent not so assigned, shall continue until the Termination Date determined without in effect prior to giving effect to such requested extension. The Borrower mayExtension Request; and (iii) from and after the Extension Effective Date, the term “Banks” shall be deemed to include the Additional Banks and (except with respect to Section 2.19 to the extent the rights under such Section arise on or before the Termination Date in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a respect of Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counselBanks) to such effectexclude the Non-Extending Banks.
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Extension of Termination Date. (a) Without any further action by or consent Subject to Section 8.1(b) and the other provisions of this Agreement, the Commitments of the Lenders, Lenders shall be effective for an initial period from the Closing Date to the Termination Date shall be extended to November 8, 2028, if, on or before the date Date; provided that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists shall have occurred and be continuing, the representations Termination Date, and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty concomitantly the Commitments of the Lenders, may be extended for successive 364-day periods expiring on the date which is already qualified as 364 days from the then scheduled Termination Date. In order to materiality or request such extension, the Borrower will deliver to the Administrative Agent not more than sixty (60) days nor less than forty- five (45) days prior to the then scheduled Termination Date a written request that the Termination Date be extended for 364 days from the then scheduled Termination Date. The Administrative Agent shall then promptly notify each Lender of such request, and each Lender shall notify the Administrative Agent in writing no later than ten Business Days after receipt by reference the Lenders of the relevant request for an extension from the Borrower, pursuant to a Material Adverse Effect this Section 3.19, whether such Lender, in the exercise of its sole discretion, will extend the Termination Date for such 364-day period. Any Lender which shall not timely notify the Administrative Agent whether it will extend the Termination Date shall be true and correct in all respects) on and as of deemed not to have agreed to the date of notice, as though made on and as of such dateextension. No Lender shall have any obligation whatsoever to agree to extend the Termination Date. Any agreement to extend the Termination Date by any Lender shall be irrevocable, except to the extent such representations and warranties expressly relate to any earlier date, revocable by the Borrower as provided in which case such representations and warranties were true and correct in Section 3.19(c)(C)(iii).
(b) If all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior Lenders notify the Administrative Agent pursuant to the then existing foregoing provisions of this Section 3.19 of their agreement to extend the Termination Date (the “Existing Termination Date”), propose such Lenders agreeing to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”"Accepting Lenders"), shall not be later than five years after then the effective date of such extension. The Administrative Agent shall promptly so notify the Lenders of receipt of such request. Each each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such extension shall become effective without further action by any party hereto.
(c) If Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless constituting at least the Required Lenders at approve the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date and if one or more of the Lenders shall notify, or be deemed to have notified, the Administrative Agent that they will not extend the then scheduled Termination Date (such Lenders, the "Declining Lenders"), then (A) the Administrative Agent shall promptly so notify the Borrower and the Accepting Lenders, (B) the Accepting Lenders shall, upon the Borrower's election to extend the then scheduled Termination Date in accordance with clause (C)(i) or (C)(ii) below, extend the then scheduled Termination Date and (C) the Borrower shall, pursuant to a notice delivered to the Administrative Agent, the Accepting Lenders and the Declining Lenders, no later than the tenth day following the date by which each Lender is required, pursuant to this Section 2.20(b)3.19, to approve or disapprove the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall requestrequested extension, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that either:
(i) elect to extend the Securities Certificate Extension has been registered Termination Date with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory respect to the AgentAccepting Lenders and direct the Declining Lenders to terminate their Commitments, demonstrating that which termination shall become effective on the Borrower’s incurrence date which would have been the Termination Date except for the operation of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectthis Section 3.
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Extension of Termination Date. (a) Without Not earlier than 60 days prior to, nor later than 45 days prior to, the Termination Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a 364-day extension of the Termination Date then in effect. No later than 30 days after the giving by the Borrower of such notice to the Administrative Agent, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender's sole and absolute discretion and, if given, shall not become irrevocable until the 30th day prior to the Termination Date then in effect). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly, and in any further action by or consent event not less than 15 days prior to the Termination Date then in effect, notify the Borrower and the Lenders of the Lenders' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16 at any time prior to the Termination Date then in effect.
(b) The Termination Date shall be extended only if all Lenders (after giving effect to November 8any replacements of the Lenders permitted herein) (the "Consenting Lenders") have consented thereto. If so extended, 2028the Termination Date, ifas to the Consenting Lenders, on or before the shall be extended to a date that is 364 days after from the Termination Date then in effect, effective as of the Termination Date then in effect (such existing Termination Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall have delivered deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying (which certification shall be true and correct) that, before and after giving effect to such extension, (A) the representations and warranties contained in form Article V and substance satisfactory each Compliance Certificate are true and correct on and as of the Extension Effective Date, except to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8extent that such representations and warranties specifically refer to an earlier date, 2028, (ii) an opinion of counsel to the Borrower (in which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code case they were true and by virtue correct as of such registrationearlier date, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (yB) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitmentsexists.
(iic) Any Lender which does not give such notice This Section 2.13 shall supersede any provisions in Section 10.01 to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done socontrary.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
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Extension of Termination Date. The Borrowers may request, by written notice to the Administrative Agent, (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six-month extension of the Termination Date with respect to the Commitments then outstanding and (ii) thereafter, an additional six-month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify each Lender of such Extension Request and the Termination Date in effect at such time shall, effective as of the applicable Extension Date (as defined below), be extended for an additional six-month period, provided that, on such Extension Date (a) Without any further action by or consent the Administrative Agent shall have received payment in full of the Lenders, extension fee set forth in Section 2.08(d) and (b) the Termination Date following statements shall be extended to November 8true and the Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, 2028, if, on or before dated the date that is 364 days after the Effective applicable Extension Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the followingstating that: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already unless qualified as to materiality or by reference to a Material Adverse Effect Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, Extension Date (except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct accurate in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) , as applicable, on and as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”)), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the case of each extension option, the first date after the delivery by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Borrowers of the Borrower related Extension Request that the conditions set forth in clauses (a) and (cb) copies above are satisfied. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of corporate resolutions certified by all Advances shall be repaid in full ratably to the Secretary or Assistant Secretary Lenders on the Termination Date as so extended. As of the BorrowerExtension Date, any and all references in this Agreement or such any of the other evidence as may be satisfactory Loan Documents to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel “Termination Date” shall refer to the Borrower (which may be in-house counsel) to such effectTermination Date as so extended.
Appears in 1 contract
Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. (a) Without any further action by or consent The Termination Date may be extended once in each year, in the manner set forth in this Section, effective on June 30, 2006, and on each anniversary of the Lenders, such date which falls not less than one year prior to the Termination Date shall be extended to November 8, 2028, if, on or before (as theretofore extended) for a period of one year after the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (on which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant would otherwise have occurred. If the Borrower wishes to this Section 2.20(b); and provided further that extend the Termination Date, after giving it shall give written notice to that effect to any such extension (such date, the “Proposed Extension Date”Administrative Agent not more than 60 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), shall not be later than five years after whereupon the effective date of such extension. The Administrative Agent shall promptly notify each of the Lenders of receipt of such requestnotice. Each Lender shall endeavor to will respond to such request, whether affirmatively or negatively, within 30 days (the “Response Date”). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (such determination but in any event not later than 15 days prior to the sole discretion then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such Lendernon-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Borrower and Lenders through the Agent within thirty Administrative Agent, either (30i) days. Subject terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the execution extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Borrower, the Administrative Agent and such Lenders of a duly completed counterparts of an Extension Agreement in substantially the form of Exhibit FG duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to for the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, period set forth in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), 2.23 and in the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectAgreement.
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent After the occurrence of the LendersOptional Amendment Effective Date, the Borrower and the Gallery Borrower shall have the right, exercisable one time, to extend the Termination Date by one year. The Borrower and the Gallery Borrower may 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request received by the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended to November 8, 2028, if, for one year:
(a) on or before the date of delivery of the Extension Request and on the date that is 364 days after would otherwise be the Effective Termination Date, (i) no Default or Event of Default shall exist, and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date (except to the 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 on and as of such earlier date)) and except for changes in factual circumstances not prohibited under the Loan Documents,
(b) on the date that would otherwise be the Termination Date, the Corporate Debt Yield shall equal or exceed 10.25%;
(c) the Borrower shall have delivered to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy certificate of the securities certificate registered with chief financial officer of the Pennsylvania Public Utility Commission Parent certifying in his or her capacity as chief financial officer the matters referred to in the immediately preceding clauses (the “Securities Certificate”a)(i) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, and (ii) an opinion and accompanied by reasonably detailed calculations establishing satisfaction of counsel to the Borrower condition set forth in the immediately preceding clause (which may be in-house counsel) stating that b);
(xd) the Securities Certificate has been registered Administrative Agent shall have obtained Appraisals of each Collateral Property as contemplated in Section 3.13(c) and, in consultation with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may have established a value for each Collateral Property to be satisfactory provided on the schedule attached to the Agent, demonstrating that Base Value Agreement as the Borrower’s incurrence “Base Value” of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.Collateral Property and update such schedule accordingly; and
(ie) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) daysGallery Borrower shall have paid the Fees payable under Section 3.5.(d). Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b2.8.(a), the Borrower shall provide to may repay the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy aggregate principal amount of the securities certificate registered with Revolving Loans and Term Loans A (or the Pennsylvania Public Utility Commission (Gallery Term Loans if the “Securities Certificate Extension”Term Loans A have been paid in full) authorizing in an amount sufficient to satisfy the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, conditions set forth in subsection (b) an opinion of counsel to the Borrower this Section 2.13.
(which may be in-house counself) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission The Credit Agreement is amended by restating Section 2.15 in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence its entirety as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.follows:
Appears in 1 contract
Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Extension of Termination Date. (a) Without any further action The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Lenders agree to extend the Termination Date by or consent one year. The Borrower may 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 Termination Date, a written request for such extension. The Administrative Agent shall notify the Lenders if it receives such a request promptly upon receipt thereof. Not later than the date that is 30 days after the Administrative Agent’s receipt of such a request, the Administrative Agent shall notify the Borrower if the Requisite Lenders have determined to condition the extension of the LendersTermination Date on an increase in the Capitalization Rate to a percentage not to exceed 9.25%, and if so, what the new Capitalization Rate to become effective on the current Termination Date would be. Any new Capitalization Rate shall be the rate determined by the Requisite Lenders on the basis of then current market conditions and data. If the Requisite Lenders determine to condition the extension of the Termination Date on an increase in the Capitalization Rate, then not later than the date that is 30 days prior to the current Termination Date (the “Extension Notification Date”), the Borrower shall notify the Administrative Agent in writing of its decision to extend or not to extend the Termination Date by one year. If the Borrower fails to provide such written notification on or prior to the Extension Notification Date, the Borrower shall be deemed to have elected to extend the Termination Date by one year. If the Borrower elects, or is deemed to have elected, to extend the Termination Date, then subject to satisfaction of the following conditions, the Termination Date shall be extended to November 8, 2028, if, on or before for one year effective upon receipt by the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of payment of the securities certificate registered with fee referred to in the Pennsylvania Public Utility Commission following clause (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that y): (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) immediately prior to such effect.
extension and immediately after giving effect thereto, (iA) The Borrower may, so long as no Default or Event of Default then exists shall exist and (B) the representations and warranties contained made or deemed made by the Parent, the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true on and correct in all respects) as of such earlier date, at ) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d). At any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions effectiveness of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such dateextension, upon the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such Administrative Agent’s request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide deliver to the Administrative Agent (who shall promptly provide copies thereof to a certificate from the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy chief executive officer or chief financial officer of the securities certificate registered with Parent certifying the Pennsylvania Public Utility Commission matters referred to in the immediately preceding clauses (the “Securities Certificate Extension”x)(A) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectx)(B).
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Samples: Credit Agreement (Excel Trust, Inc.)
Extension of Termination Date. (a) Without The Company may, at any further action by or consent time after the first anniversary of the LendersEffective Date (but not more than once in any calendar year), request an extension of the Termination Date for an additional year by submitting to the Administrative Agent an Extension Request. The Administrative Agent shall promptly furnish a copy of any Extension Request to each Lender. Each Lender shall, not more than 45 days after its receipt of an Extension Request, notify the Company and the Administrative Agent of its election to extend or not extend the Termination Date as requested in such Extension Request (it being understood that any Lender which fails to respond on a timely basis shall be deemed to have rejected such Extension Request). If all Lenders approve an Extension Request on a timely basis, then the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from and the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify the Company and the Lenders of such extension. If all Lenders do not approve an Extension Request on a timely basis, the Administrative Agent shall so notify the Company and the Lenders and the provisions of SUBSECTION (b) shall apply.
(b) During the 60-day period following its receipt from the Administrative Agent of such request. Each notice that an Extension Request has not been approved by all Lenders, the Company may, upon notice to the Administrative Agent and any Lender shall endeavor which elected not to extend the Termination Date or failed to respond to such request, whether affirmatively or negatively Extension Request (such determination in the sole discretion of any such Lender, an "OBJECTING LENDER"), by notice require such Objecting Lender to assign and delegate, without recourse (in accordance with and subject to the Borrower restrictions contained in SECTION 11.8), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); PROVIDED that (i) the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested Company shall have elected so received the prior written consent of the Administrative Agent to extend their Commitments.
each such assignment and delegation, which consent shall not be unreasonably withheld (and shall not be required if the Objecting Lender is the Administrative Agent), and (ii) Any such Objecting Lender which does not give such notice shall have received payment of an amount equal to the Borrower outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Agent shall be deemed to have elected not to extend its Commitment as requested assignee (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable outstanding principal and accrued interest and fees) and the Company (in the case of all other amounts). If all Objecting Lenders are replaced as parties to this Agreement during the Agent60-day period referenced above, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of then the Termination Date shall be extended for an additional one year pursuant to this Section 2.20(b)the relevant Extension Request and the Administrative Agent shall promptly notify the Company and the Lenders of such extension. If all Objecting Lenders are not so replaced, the Borrower then no extension shall provide be made pursuant to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed relevant Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectRequest.
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Extension of Termination Date. (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but not less than 59 days prior to the then existing Termination first and second anniversary dates of the original Closing Date (the “Existing Termination each such anniversary date being referred to as an "Anniversary Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender"), by notice to the Borrower and Administrative Agent, make written request of the Agent within thirty (30) days. Subject Lenders to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, extend the Termination Date applicable for an additional period of one year. The Administrative Agent will give prompt notice to each of the Lenders of its receipt of any such request for extension of the Termination Date. Each Lender shall make a determination not later than 30 days prior to the Commitment of each then applicable Anniversary Date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that failure by any Lender so affirmatively notifying the Borrower and the Agent shall be extended to make a timely response to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any Borrower's request for extension of the Termination Date pursuant shall be deemed to this Section 2.20(bconstitute a refusal by such Lender to extension of the Termination Date. If, in response to a request for an extension of the Termination Date, one or more Lenders shall refuse (or are deemed to have refused) to agree to the requested extension (the "Disapproving Lenders"), then provided that the requested extension is approved by the Required Lenders (the "Approving Lenders"), the credit facility may be extended and continued at the option of the Borrower shall provide at a lower aggregate amount equal to the Agent (who shall promptly provide copies thereof to the Lenders extending their Revolving Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested held by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension DateApproving Lenders. In any such case, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered Termination Date relating to the Commitments held by the Disapproving Lenders shall remain as then in effect with repayment of Obligations held by such Disapproving Lenders being due on such date and termination of their respective Commitments on such date, (ii) the Termination Date relating to the Commitments held by the Approving Lenders shall be extended by an additional one year period, and (iii) the Borrower may, at its own expense with the Pennsylvania Public Utility Commission assistance of the Administrative Agent, make arrangements for another bank or financial institution reasonably acceptable to the Administrative Agent to acquire, in whole or in part, the Obligations and Commitments of the Disapproving Lenders. Where any such arrangements are made for another bank or financial institution to acquire the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and Commitments of a Disapproving Lender, or any portion thereof, then upon payment of the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and termination of the Commitments relating thereto, such Disapproving Lender shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with Chapter 19 and subject to the provisions of the Pennsylvania Public Utility Code Section 12.1), all or part of its interests, rights and by virtue of obligations under this Credit Agreement to such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and bank or financial institution which shall assume such assigned obligations (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as which assignee may be satisfactory to the Agentanother Lender, demonstrating if a Lender accepts such assignment); provided, that the Borrower’s incurrence such assignment shall not conflict with any law, rule or regulation or order of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectany court or other Governmental Authority.
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Extension of Termination Date. (a) Without any further action The Borrowers may, by notice given to the Administrative Agent (which shall promptly deliver a copy thereof to the Lenders) not less than sixty (60) days prior to the first, second or consent third anniversaries of the Lenders, Effective Date request that the Termination Date shall for all Lenders be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an one additional one year period measured from the Existing Termination Dateyear; provided that in no event the Borrowers may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of obtain only one such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within -------- Not later than thirty (30) days. Subject days after the Borrowers shall have made such request, each Lender, acting in its sole discretion, shall notify the Administrative Agent of its response to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Daterequest; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time -------- which fails to respond to any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent request shall be deemed to have elected not denied such request. Such extension shall be effective as to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect agreeing to such requested extension. The extension when (i) each Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) shall have delivered a certificate to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided Administrative Agent to the effect that no Default or Event of Default shall then exist, have occurred and be continuing with respect to such Borrower either on the respective participations date of the other Lenders notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Administrative Agent to the effect that each of the representations and warranties of such Obligor set forth herein or in any Credit Document shall be true and complete in all outstanding Letters material respects on and as of Credit and Swing Line Advances shall be redetermined on each of the basis date of their respective Commitments after giving effect to such termination, notice and the participation therein last date for the Lenders' responses with the same force and effect as if made on and as of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shalleach 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 to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits (iii) Lenders having not less than 50% of the Commitments which are not terminated, prepay on as in effect at such date all or time shall have agreed to such extension. Each Lender shall make its own independent decision upon a portion request for extension of the outstanding Advances or, to Termination Date and no Lender shall be bound by the extent that such redetermination cannot be effected within the limits decision of any other Lender. The Administrative Agent shall give each Lender notice of the Commitments even after responses of all outstanding Advances have been prepaid, then of the Borrower shall cash collateralize the Letters Lenders within 45 days of Credit to the extent receipt of such excess on terms acceptable to request from the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b) of this Section 2.12.
(b) If the Borrowers shall have requested an extension of the Termination Date pursuant to paragraph (a) of this Section 2.12, and Lenders having not less than 50% of the Commitments shall agree to such extension pursuant thereto, the Borrowers shall have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date beyond such date with, and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a Commitment (and, if any such additional bank or financial institution is a Lender, the Commitment so undertaken shall be in addition to such Lender's existing Commitment hereunder on such date), provided that the -------- Commitments so undertaken shall not exceed the aggregate Commitments of all non-extending Lenders. If the Termination Date has been extended to the Extended Termination Date pursuant to this Section 2.20(b)2.12, on the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension First Scheduled Termination Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension Borrowers shall repay in full all Loans outstanding on such date made by any Lender which has been registered with not agreed to extend the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code Termination Date beyond such date and by virtue of all other amounts owed to such registrationLender, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required each Lender that has increased its Commitment and each additional bank or financial institution undertaking a Commitment shall make Loans hereunder to the Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or additional bank's or financial institution's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any such existing Lender's Commitment). The proceeds of such Loans shall be applied by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary Administrative Agent on behalf of the Borrower, or such other evidence as may be satisfactory Borrowers to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date partial repayment of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion other Lenders' Loans (including Loans of counsel existing Lenders that have increased their Commitments) to the Borrower extent necessary to effect such proration (which may and the prorating and sharing provisions of Section 4.02 shall not be in-house counsel) applicable to such effectpayment).
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Extension of Termination Date. The Borrowers may request, by written notice to the Administrative Agent, (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six‑month extension of the Termination Date with respect to the Commitments then outstanding and (ii) thereafter, an additional six‑month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify each Lender of such Extension Request and the Termination Date in effect at such time shall, effective as of the applicable Extension Date (as defined below), be extended for an additional six‑month period, provided that, on such Extension Date (a) Without any further action by or consent the Administrative Agent shall have received payment in full of the Lenders, extension fee set forth in Section 2.08(d) and (b) the Termination Date following statements shall be extended to November 8true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, 2028, if, on or before dated the date that is 364 days after the Effective applicable Extension Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the followingstating that: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already unless qualified as to materiality or by reference to a Material Adverse Effect Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, Extension Date (except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct accurate in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) , as applicable, on and as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”)), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the case of each extension option, the first date after the delivery by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Borrowers of the Borrower related Extension Request that the conditions set forth in clauses (a) and (cb) copies above are satisfied. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of corporate resolutions certified by all Advances shall be repaid in full ratably to the Secretary or Assistant Secretary Lenders on the Termination Date as so extended. As of the BorrowerExtension Date, any and all references in this Agreement or such any of the other evidence as may be satisfactory Loan Documents to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel “Termination Date” shall refer to the Borrower (which may be in-house counsel) to such effectTermination Date as so extended.
Appears in 1 contract
Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. (a) Without any further action by On or consent before the date ----------------------------------- which is 60 days (but no more than 90 days) prior to the then-existing Termination Date, the Borrower may make a request to the Administrative Agent (which shall promptly notify each Lender of its receipt of such request) on behalf of the LendersLenders for an extension of the then-existing Termination Date to the date 364 days after the then-existing Termination Date.
(b) In the case of each requested extension, each Lender shall promptly (and in no case later than the date (the "Decision Date") 45 days prior ------------- to the then-existing Termination Date) notify the Administrative Agent as to whether or not in such Lender's sole discretion such Lender consents to such extension; provided, that each Lender shall be permitted to revoke its consent -------- at any time on or prior to the date 30 days prior to the then-existing Termination Date. The Administrative Agent shall notify the Borrower on the Business Day immediately following such Decision Date as to which Lenders shall have consented to such request and which Lenders shall not have consented to such request. In the event that any Lender does not consent to such request, the Borrower shall be permitted to replace such Lender with a replacement bank or other financial institution effective on the then-existing Termination Date pursuant to subsection 2.20. The then-existing Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: only if (i) a copy all of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028Lenders consent, (ii) an opinion of counsel to all non-consenting Lenders have been replaced by the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission replacement banks or other financial institutions in accordance with Chapter 19 subsection 2.20 such that the aggregate amount of Commitments is not reduced or (iii) in the Pennsylvania Public Utility Code and by virtue of such registrationevent that not all non-consenting Lenders have been replaced, authorizes (A) the Borrower notifies the Administrative Agent that it wishes to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by extend the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be inthen-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date notwithstanding the reduced amount of aggregate Commitments and (B) each consenting Lender and each replacement bank or other financial institution in its sole discretion consents to such extension after receiving notice of such reduced amount of aggregate Commitments. In the “Existing Termination Date”), propose to extend event that the Existing then-existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions is extended pursuant to clause (iii) of the preceding sentence, on the then-existing Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit pay to the extent Administrative Agent for the benefit of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder non-consenting Lender that is not replaced with a maturity date of the Proposed Extension Datereplacement bank or other financial institution, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered all amounts due with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) respect to such effectnon- consenting Lender.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Virginia Electric & Power Co)
Extension of Termination Date. (a) Without any further action by or consent So long as no Event of Default shall have occurred and be continuing and the Termination Date shall not have occurred, then at least 30 days but not more than 60 days prior to each of the first and second anniversaries of the date hereof (each, an “Anniversary Date”), the Borrower may request that the Lenders, by written notice to the Administrative Agent (in substantially the form attached hereto as Exhibit E) with a copy to the Arrangers, consent to a one-year extension of the Termination Date. Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination at least 20 days prior to the applicable Anniversary Date. The failure to respond by any Lender within such time period shall be deemed a denial of such request. The Administrative Agent shall deliver a notice to the Borrower and the Lenders at least 15 days prior to such Anniversary Date of the identity of the Lenders that have consented to such extension and the Lenders that have declined such consent (the “Declining Lenders”). If Lenders holding in the aggregate 50% or less of the Commitments have consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then current Termination Date (the “Current Termination Date”).
(b) If Lenders holding in the aggregate more than 50% of the Commitments have consented to the requested extension, subject to the conditions set forth in Section 2.15(c), the Termination Date shall be extended as to November 8such consenting Lenders only (and not as to any Declining Lender) for a period of one year following the Current Termination Date. Unless assigned to another Lender as set forth below, 2028the commitments of the Declining Lenders shall terminate on such Current Termination Date, ifall Advances of and other amounts payable to such Declining Lenders shall be repaid to them on such Current Termination Date, and such Declining Lenders shall have no further liability with respect to Letters of Credit as of such Current Termination Date. The Borrower shall have the right at any time on or before the date that is 364 days after the Effective applicable Anniversary Date to replace each Declining Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.07(g), each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which each such Additional Commitment Lender shall, effective as of such Anniversary Date, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and accept as such Additional Lender’s Termination Date with respect to the Commitment so assumed the latest date to which the Termination Date has been extended pursuant to this Section 2.15.
(c) Any extension of the Termination Date pursuant to this Section 2.15 shall become effective upon the applicable Anniversary Date if the Borrower shall have delivered to the Administrative Agent (and each in form and substance satisfactory Lender, on or prior to the Agent) the following: such Anniversary Date, (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion opinions of counsel to the Borrower substantially in the forms of Exhibits C-3 and C-4 attached hereto upon which each Lender, each Issuing Bank and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto and (ii) a certificate of a duly authorized officer of the Borrower (the statements contained in which may shall be in-house counseltrue) stating to the effect that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of such Anniversary Date before and after giving effect to the date extension of noticethe Termination Date, as though made on and as of such dateAnniversary Date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respectsy) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions has occurred and is continuing, or would result from such extension of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both.
(d) Upon the extension of any such extension (such dateTermination Date in accordance with this Section 2.15, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each deliver to each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of Issuing Bank a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to revised Schedule I setting forth the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments Issuing Bank after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agentextension, and such redetermination and termination of participations Schedule I shall replace the Schedule I in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soeffect before the applicable Anniversary Date.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable no more than once, to request an extension of the LendersTermination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to November 8, 2028, if, the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination date which is 30 days prior to the Extension Date that it accepts such Extension Request (the “Existing Termination Date”or it expressly rejects such Extension Request), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of then the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after extended with respect to the effective date Commitment of such extensionrejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the rejected Borrower, the Agent and such Lenders of a duly completed ’s Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their CommitmentsRequest.
(iib) Any Lender which does not give such notice to Notwithstanding the preceding subsection, if the Borrower and receives notification from the Agent shall be deemed to have elected not to extend its Commitment as requested that an Extension Request has been rejected by a Rejecting Lender (each a “Non-Extending LenderNotice of Rejection”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination aggregate amount of participations in Letters of Credit and Swing Line Advances within the limits Commitments of the Commitments which are Rejecting Lenders does not terminated, prepay on such date all or a portion exceed 50% of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits aggregate amount of the Commitments even after all outstanding Advances have been prepaidthen outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall cash collateralize assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Letters Borrower shall have received the prior written consent of Credit the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such excess on terms acceptable to outstanding LEGAL02/33565081v8 principal and accrued interest and fees) or the Agent, Borrower (in the case of all other amounts) and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide such assignee consents to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectRequest.
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Extension of Termination Date. Borrowers shall have the option to request an extension of (the “Option to Extend”) the Termination Date to May 8, 2012 (the “Extended Termination Date”), upon receipt by the Administrative Agent of written notice from the Borrowers of Borrowers’ request to exercise the Option to Extend, which notice shall be provided to the Administrative Agent no less than ninety (90) days prior to the Termination Date. The Administrative Agent and the Lenders shall consent to the Extended Termination Date, provided that the following conditions are satisfied in the reasonable discretion of the Administrative Agent and the Lenders: (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticeBorrowers’ delivery of notice of request to exercise the Option to Extend, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after no Default shall have occurred and be continuing, and no event or condition which, with the giving effect of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrowers shall so certify in writing; (b) prior to any the Termination Date, Borrowers shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at Borrowers’ sole cost and expense, such extension amendments to the Mortgaged Property Security Documents and endorsements to the Title Policies as reasonably requested by the Administrative Agent; (such datec) at least 60 days prior to the Termination Date, new Appraisals shall be obtained as to each Mortgaged Property, the “Proposed Extension cost of which shall be fully reimbursed to the Administrative Agent by the Borrowers whether or not the Extended Termination Date is approved; (d) prior to the Termination Date”), the Borrowers shall not be later than five years after pay an extension fee in the amount of 0.50% of the total outstanding Advances; (e) as of the effective date of such extension. The Agent shall promptly notify the Lenders extension and at all times thereafter, the ratio of receipt the aggregate principal amount of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice Advances to the Borrower total Appraised Value of the Borrowing Base Assets shall be no more than .80; (f) as of the effective date of the extension and at all times thereafter, the Advances shall not exceed the total Extension Eligible Property Values (defined below) of the Borrowing Base Assets and (g) the renewal and extension of the maturity date of the financing related to the Hotel Property in Jacksonville, Florida, on terms and conditions reasonably acceptable to the Administrative Agent. If any Lender determines that the conditions set forth above are not satisfied, such Lender will provide the Borrowers and the Administrative Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent written notice and neither such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of nor any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on obligated to consent to the basis Option to Extend. For the purposes of their respective Commitments after giving effect this Section 6, “Extension Eligible Property Value” shall mean, with respect to any Eligible Property included in the Borrowing Base, an amount equal to .70 multiplied by the Extension Asset Value of such termination, Eligible Property. “Extension Asset Value” shall be determined as of the end of each Fiscal Quarter and shall mean the NOI of such Eligible Property for the Fiscal Quarter then ending and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soimmediately preceding three Fiscal Quarters divided by 10.0%.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent The Seller may advise the Administrator and each Purchaser Agent in writing of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose its desire to extend the Existing Facility Termination Date for an additional one year period measured from 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the Existing then current Facility Termination Date. In the event that the Purchaser Agents are all agreeable to such extension, the Administrator shall so notify the Seller in writing (it being understood that the Purchaser Agents may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than 30 days prior to the then current Facility Termination Date and the Seller, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Administrator and the Purchaser Agents in connection therewith (including reasonable Attorneys' Costs) shall be paid by the Seller. In the event the Purchaser Agents decline the request for such extension, the Administrator shall so notify the Seller of such determination; provided provided, however, that in no event may the Borrower request more than two extensions failure of the Termination Date pursuant Administrator to this Section 2.20(b); notify the Seller of the determination to decline such extension shall not affect the understanding and provided further agreement that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent Purchaser Agents shall be deemed to have elected not refused to extend grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension.
(b) Any Purchaser may, upon 45 days' written notice by the related Purchaser Agent to the Administrator and the Seller, terminate its Commitment hereunder (it being understood that upon delivery of such notice, such Purchaser shall be an Exiting Purchaser and shall receive Collections as requested (each a “Non-Extending Lender”described in Section 1.4(b)). Thereafter, and the such Purchaser's Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect and such Purchaser (and in the case of a termination pursuant to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminatedof an entire Purchaser Group, prepay on the related Purchaser Agent) shall have no further rights or obligations hereunder (except for (i) its rights to continue to receive payments hereunder with respect to (i) Investment, Discount and Fees in connection with its Investment in the Purchased Interest, (ii) its rights to receive any other amounts owing to such date all Purchaser as an Indemnified Party or a portion of the outstanding Advances orAffected Person, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection any voting rights that such Purchaser may have with respect to any extension of Lock-Box Account and the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be inrelated Lock-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date Box Agreement and (iiiv) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrowerrights that expressly survive termination, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by in each case until all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) payments owed to such effectPurchaser hereunder have been paid in full).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wesco International Inc)
Extension of Termination Date. Upon written notice to the Lender in the form attached as Schedule 2.7(a) at least thirty (30) days (but not more than sixty (60) days) prior to the Termination Date then in effect, the Borrowers may request that such Termination Date be extended for an additional 364 days. 2 The Lender shall notify the Borrowers in writing in the form attached as Schedule 2.7(b) at least fourteen (14) days prior to such Termination Date of the decision of the Lender as to whether to extend the Termination Date. Failure by the Lender to give such notice shall constitute refusal by the Lender to extend the Termination Date."
4. Notwithstanding the execution of this Amendment, all of the indebtedness evidenced by the Note shall remain in full force and effect, as modified hereby, nothing contained in this Amendment shall be construed to constitute a novation of the indebtedness evidenced by the Note or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) Without any further action by the validity or consent enforceability of the Lendersindebtedness evidenced by the Note; (b) the liens, security interests, assignments and conveyances effected by the Termination Date Agreement or the Loan Documents, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of the Note or the Agreement or the Loan Documents; or (d) any other security or instrument now or hereafter held by the Lender as security for or as evidence of any of the above-described indebtedness.
5. All references in the Loan Documents to "Credit Agreement" shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered refer to the Agent (each in form Agreement as amended by this Amendment, and substance satisfactory as the Agreement may be further amended from time to time.
6. The Borrowers hereby certify that the organizational documents of the Borrowers have not been amended since October 27, 1995.
7. The Borrowers hereby represent and warrant to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating Lender that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 the Agreement are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b)hereof; and provided further the Borrowers hereby certify that the Termination Dateno Event of Default nor any event that, after giving effect to any such extension (such dateupon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing.
8. Except as hereby amended, the “Proposed Extension Date”)Agreement shall remain in full force and effect as written. This Amendment may be executed in one or more counterparts, shall not be later than five years after the effective date each of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”)an original, and all of which when taken together shall constitute one and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extensionsame instrument. The Borrower maycovenants and agreements contained in this Amendment shall apply to and inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
9. Nothing contained herein shall be construed as a waiver, in accordance with Section 2.22(b), designate another bank acknowledgment or another financial institution (which may be, but need not be, an extending Lender) consent to replace a Non-Extending Lender. On the date any breach of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default under the Agreement and the Loan Documents not expressly waived, acknowledged or consented to previously by the Lender in writing.
10. This Amendment shall then exist, be governed by the respective participations laws of the other Lenders in all outstanding Letters State of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soAlabama.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent The Termination Date may be extended, in the manner and subject to the conditions set forth in this Section 2.6, at the option of the Borrower for an additional period of 364 days. The Borrower may exercise such option to extend the Termination Date if and only if (i) the NUI Utilities Credit Agreement is at the same time extended in accordance with the terms thereof (or refinanced on terms reasonably acceptable to the Required Lenders), (ii) the maturity of the Medium Term Notes has been extended to a date no earlier than June 30, 2006 (without any scheduled amortization thereof prior to such date) (either by amendment or refinancing thereof, on terms reasonably acceptable to the Agent, it being understood that a refinancing thereof through the incurrence of Delayed Draw Term Loans is reasonably acceptable to the Agent), (iii) Borrower shall deposit into the Interest Reserve Account an amount sufficient to cause the amount then on deposit to be equal to interest to accrue on the then outstanding principal amount of the Loans hereunder to the Termination Date as extended (based upon an assumed interest rate which, in the reasonable judgment of the Agent, approximates the average projected interest rate with respect to the Loans hereunder) and (iv) no Event of Default and no Potential Default has occurred and is continuing. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Agent not less than 10 nor more than 90 days prior to the original Termination Date (and the Agent shall thereafter deliver a copy of such notice to the Lenders). Delivery of such notice shall be deemed to be a representation and warranty by the Borrower as of the date of such notice that (i) the conditions to exercising such extension have been satisfied and (ii) the representations and warranties of the Borrower set forth in Article III hereof shall be correct in all material respects. Upon the Agent receiving such written notice, and provided that the conditions have been met, the Termination Date shall be extended to November 8extended, 2028, if, effective on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances orreceipt, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaidNovember 21, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so2005.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Nui Corp /Nj/)
Extension of Termination Date. (a) Without any further action by or consent of Not earlier than 90 days prior to, nor later than 60 days prior to the Lenders, the Original Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date(as defined below), the Borrower shall have delivered may request by written notice to the Administrative Agent (each in form and substance satisfactory to who shall promptly notify Lenders) a one-time, one year extension of the Agent) the following: Termination Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 5 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on such certificate and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default exists.
(b) The Termination Date shall then existbe extended to the same date in the following calendar year, effective as of a date to be determined by Administrative Agent and the Borrower (the "Extension Effective Date"), and Administrative Agent shall promptly notify Lenders thereof. On or prior to the Extension Effective Date, the respective participations Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent: (x) corporate resolutions and incumbency certificates of the other Lenders in all outstanding Letters Borrower dated as of Credit the Extension Effective Date approving such extension, (y) new or amended Notes, if requested by any new or affected Lender, evidencing such new or extended Commitments and Swing Line Advances shall be redetermined on (z) an acknowledgment and consent from each Guarantor affirming the basis effectiveness of their respective Commitments the Guarantee and Collateral Agreement and any Security Document to which it is a party after giving effect to such terminationthe Termination Date, as extended hereunder.
(c) Only one extension of the Termination Date may be made, and the participation therein of the Lender whose Commitment is terminated Termination Date shall terminate; provided that the Borrower shallnot, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminatedany event, prepay on such date all or a portion of the outstanding Advances orbe extended beyond October __, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so2008.
(iiid) In connection with The Borrower shall pay to Administrative Agent, for the ratable benefit of the Lenders, an extension fee (the "Extension Fee") equal to 0.375% of the aggregate Commitments in effect on the Termination Date (without giving effect to any extension thereof pursuant to this Section 2.19, the "Original Termination Date"). The Extension Fee shall be payable on the Original Termination Date and such extension fees are fully earned on the date paid. The extension fee paid to each Lender is solely for its own account and is nonrefundable.
(e) Upon the satisfaction of the conditions by the Borrower referred to in this Section 2.19, the extension of the Termination Date pursuant to this Section 2.20(b), 2.19 shall not require the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence consent of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectLender.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Extension of Termination Date. The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Termination Date by six months. The Borrower may 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 Termination Date, a written request for such extension (a) Without any further action by or consent an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Lendersfollowing conditions, the Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to November 8, 2028, if, on or before in the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent following clause (each in form and substance satisfactory to the Agent) the following: ii): (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists shall exist and (y) the representations and warranties contained made or deemed made by the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any in the case of a representation or warranty qualified by materiality, in which is already qualified as to materiality case such representation or by reference to a Material Adverse Effect warranty shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true on and correct in all respects) as of such earlier date, at ) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (ii) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time after the Effective Date but prior to the then existing Termination Date (effectiveness of any such extension, upon the “Existing Termination Date”)Administrative Agent’s request, propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer certifying the matters referred to in the immediately preceding clauses (i)(x) and (i)(y).
(d) The Credit Agreement is amended by deleting the first sentence of Section 2.16 in its entirety and replacing it with the following: The Borrower shall have the right to request more than two extensions increases in the aggregate amount of the Termination Date pursuant Commitments by providing written notice to this Section 2.20(b)the Administrative Agent, which notice shall be irrevocable once given; and provided further provided, however, that the Termination Date, after giving effect to any such extension (such date, increases the “Proposed Extension Date”), aggregate amount of the Commitments shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitmentsexceed $1,450,000,000.00.
(iie) Any Lender which does not give such notice to The Credit Agreement is amended by deleting the Borrower Section 3.5(e) in its entirety and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance replacing it with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.:
Appears in 1 contract
Samples: Credit Agreement (UDR, Inc.)
Extension of Termination Date. The Borrowers may request, by written notice to the Administrative Agent, (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six‑month extension of the Termination Date with respect to the Commitments then outstanding and (ii) thereafter, an additional six‑month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify each Lender of such Extension Request and the Termination Date in effect at such time shall, effective as of the applicable Extension Date (as defined below), be extended for an additional six‑month period, provided that, on such Extension Date (a) Without any further action by or consent the Administrative Agent shall have received payment in full of the Lenders, extension fee set forth in Section 2.08(d) and (b) the Termination Date following statements shall be extended to November 8true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, 2028, if, on or before dated the date that is 364 days after the Effective applicable Extension Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the followingstating that: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, Extension Date (except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct accurate in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true on and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”)), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the case of each extension option, the first date after the delivery by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Borrowers of the Borrower related Extension Request that the conditions set forth in clauses (a) and (cb) copies above are satisfied. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of corporate resolutions certified by all Advances shall be repaid in full ratably to the Secretary or Assistant Secretary Lenders on the Termination Date as so extended. As of the BorrowerExtension Date, any and all references in this Agreement or such any of the other evidence as may be satisfactory Loan Documents to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel “Termination Date” shall refer to the Borrower (which may be in-house counsel) to such effectTermination Date as so extended.
Appears in 1 contract
Samples: Senior Credit Agreement (Digital Realty Trust, L.P.)
Extension of Termination Date. On or before May 1 of each year, commencing on May 1, 1996, the Company may, at its option, deliver to the Agent (awhich shall promptly notify each Lender) Without any further action by or consent a signed copy of an extension request (an "Extension 14 Request") in the form of Exhibit B, requesting an extension of the LendersTermination Date for a period of one year. On or before June 1 of each year that the Company has delivered an Extension Request, each Lender shall have the right, in its sole and absolute discretion, to deliver a written notice to the Agent consenting to or rejecting the requested extension. If a Lender has not given such notice to the Agent by June 1 of such year, such Lender shall be deemed not to have consented to such extension. If all Lenders consent to an Extension Request, the Termination Date shall be extended for an additional year effective on June 1 of the applicable year. If any Lender (an "Objecting Lender") rejects, or is deemed not to November 8have consented to, 2028an Extension Request by June 1 of the applicable year, the Termination Date shall not be so extended; provided that if Lenders with an aggregate Percentage of 20% or less are Objecting Lenders, then the Termination Date shall be so extended if, on or before June 30 of the date that is 364 days after the Effective Dateapplicable year, the Borrower shall have delivered Company (a) replaces each Objecting Lender pursuant to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered Section 8.7 with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower Lenders (which may be in-house counselexisting or new Lenders) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory which consent to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower applicable Extension Request or (which may be in-house counselb) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall Objecting Lenders have not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender)been so replaced, by notice to the Borrower Agent and each Objecting Lender, terminates the Commitments of all Objecting Lenders (and concurrently pays to the Agent within thirty (30) days. Subject to for the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment account of each Objecting Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect all amounts owed to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending LenderObjecting Lender hereunder) to replace a Non-Extending Lender. On and reduces the date aggregate amount of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or by a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done socorresponding amount.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Meyer Fred Inc)
Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable no more than twice, to request an extension of the Lenderscurrent Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. LEGAL02/33561677v8 Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to November 8, 2028, if, the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination date which is 30 days prior to the Extension Date that it accepts such Extension Request (the “Existing Termination Date”or it expressly rejects such Extension Request), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of then the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after extended with respect to the effective date Commitment of such extensionrejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the rejected Borrower, the Agent and such Lenders of a duly completed ’s Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their CommitmentsRequest.
(iib) Any Lender which does not give such notice to Notwithstanding the preceding subsection, if the Borrower and receives notification from the Agent shall be deemed to have elected not to extend its Commitment as requested that an Extension Request has been rejected by a Rejecting Lender (each a “Non-Extending LenderNotice of Rejection”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination aggregate amount of participations in Letters of Credit and Swing Line Advances within the limits Commitments of the Commitments which are Rejecting Lenders does not terminated, prepay on such date all or a portion exceed 50% of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits aggregate amount of the Commitments even after all outstanding Advances have been prepaidthen outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall cash collateralize assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Letters Borrower shall have received the prior written consent of Credit the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such excess on terms acceptable to outstanding principal and accrued interest and fees) or the Agent, Borrower (in the case of all other amounts) and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide such assignee consents to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectRequest.
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) Without any further action by The Borrower shall have the right, exercisable up to two times, to extend the Termination Date then in effect for all or consent a portion of the Lendersthen outstanding Loans, in each instance, by six (6) months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 45 days but not more than 120 days prior to the then current Termination Date, a written request for such extension and the aggregate amount of the Loans as to which such extension is being requested, which aggregate amount shall be in a minimum amount of $50,000,000 and in an integral multiple of $5,000,000 in excess of that amount in the aggregate (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the then current Termination Date shall be extended to November 8, 2028, if, on or before for six (6) months effective upon receipt by the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Administrative Agent (each in form of an Extension Request and substance satisfactory to the Agent) the following: (i) a copy payment of the securities certificate registered with amounts referred to in the Pennsylvania Public Utility Commission following clause (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that y): (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) immediately prior to such effect.
extension and immediately after giving effect thereto, (iA) The Borrower may, so long as no Default or Event of Default then exists shall exist and (B) the representations and warranties contained made or deemed made by the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true on and correct in all respects) as of such earlier date, at ) and except for changes in factual circumstances or resulting from transactions not prohibited under the Loan Documents and (y) the Borrower shall have paid the fees payable under Section 3.5.(c) and repaid the outstanding principal amount of any portion of the Loans as to which such extension is not being requested. At any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions effectiveness of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such dateextension, upon the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such Administrative Agent’s request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Sectionx)(A) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectx)(B).
Appears in 1 contract
Extension of Termination Date. 1. 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. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such anniversary date, notify the Company and the Administrative Agent in writing as to whether such Xxxxxx will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such 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) Without any further action by or consent of the Lendersthis Section 2.16, the Termination Date shall in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to November 8any such request in accordance with subsection (a) of this Section 2.16,
(c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.16, 2028the Administrative Agent shall promptly so notify the Company. The Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, ifeffective as of the Extension Date, on any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or before warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than US$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than US$10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non- Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.6 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.18, 8.3 and 8.4, and its obligations under Section 7.6, shall survive such substitution as to matters occurring prior to the date that is 364 days after the Effective of substitution. At least three Business Days prior to any Extension Date, the Borrower (A) each such Assuming Lender, if any, shall have delivered to the Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Administrative Agent, (each B) any such Consenting Lender shall have delivered confirmation in form and substance writing satisfactory to the Agent) Company and the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel Administrative Agent as to the Borrower (which may be in-house counsel) stating that (x) increase in the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 amount of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 its Commitment and (yC) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Agent, demonstrating that Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the Borrower’s incurrence payment or prepayment of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel amounts referred to the Borrower (which may be in-house counsel) to such effect.in clauses
(i) The Borrower may(ii) and (iii) of the immediately preceding sentence, so long as no Default each such Consenting Lender or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and Assuming Lender, as of the date of noticeExtension Date, as though made on will be substituted for such Non-Consenting Lender under this Agreement and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in a Lender for all respects) as purposes of such earlier datethis Agreement, at without any time after further acknowledgment by or the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions consent of the Termination Date pursuant to this Section 2.20(b); other Lenders, and provided further that the Termination Dateobligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If (after giving effect to any such assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such dateExtension Date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly so notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such requestCompany, whether affirmatively or negatively (such determination in the sole discretion of such Lender)and, by notice subject to the Borrower satisfaction of the conditions set forth in Section 3.3 (a) and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit Fb), the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent then in effect shall be extended to for the Proposed Extension Date; provided that no Termination Date additional one-year period as described in subsection (a) of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”)this Section 2.16, and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, all references in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such terminationAgreement, and in the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shallNotes, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances orany, to the extent that “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such redetermination cannot be effected within Extension Date, refer to the limits 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 Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the scheduled Termination Date pursuant in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) each such evidence of authority as the Agent shall request, including, if requested by the Agent (Consenting Lender and each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectAssuming Lender.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)
Extension of Termination Date. From time to time, the Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) Without of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any further action Group are agreeable to such extension, the Administrator shall so notify the Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and the Borrower, the Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by or consent of the Lenders, the Termination Date Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing paid by the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to . If all the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission Lenders in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of at least one Group accept such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by request for extension but any Lender in any other Official Body having jurisdiction over Group declines the Borrower and request for such extension (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrowerall such Lenders in Groups containing Lenders that decline such a request, or such other evidence as may be satisfactory to the Agent“Exiting Lenders”), demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and effective as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Scheduled Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b):
(a) the Scheduled Termination Date shall be extended as agreed to by such accepting Xxxxxx(s), designate another bank or another financial institution ;
(which may be, but need not be, an extending Lenderb) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations Commitments of the other Exiting Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that and
(c) the Borrower shall, if and to Facility Limit shall be reduced by the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits amount of the Group Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date Exiting Lender’s Group terminated pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, clause (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectabove.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Extension of Termination Date. (a) Without any further action by or consent Not earlier than 60 days prior to, nor later than 30 days prior to, each anniversary of the Lendersdate hereof, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Banks), request a one-year extension of the Termination Date. Within 15 days of delivery of such notice, each Bank shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Bank's sole and absolute discretion). Any Bank not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Banks of the Banks' responses. The Termination Date shall be extended only if the Majority Banks (calculated excluding any Defaulting Bank and prior to November 8giving effect to any replacements of Banks permitted herein) (each such Bank a "Consenting Bank") have consented thereto. If so extended, 2028the Termination Date, ifas to the Consenting Banks and as to any Person replacing a Bank that does not consent to an extension (that so agrees upon becoming such a replacement), on or before shall be extended to the same date that is 364 days after in the following year, effective as of the Termination Date then in effect (such existing Termination Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Banks such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall have delivered deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date (in sufficient copies for each in form and substance satisfactory to Bank) signed by a Responsible Officer of the Agent) the following: Borrower (i) a copy of certifying and attaching the securities certificate registered with resolutions adopted by the Pennsylvania Public Utility Commission (Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 3.1 remain in full force and effect and have not been amended or rescinded, as the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8case may be, 2028, and (ii) an opinion of counsel to the Borrower certifying that, (which may be in-house counselA) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code before and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) after giving effect to such effect.
(i) The Borrower mayextension, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 Article IV made by it are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such dateExtension Effective Date, except to the extent that such representations and warranties expressly relate specifically refer to any an earlier date, in which case such representations (B) before and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such terminationextension no Event of Default exists or will exist, and (C) since (1) the participation therein most immediately preceding March 31 or (2) the filing of a Form 8-K pertaining to any such type of event which was filed after such March 31 and prior to the date 30 days preceding such Extension Effectiveness Date, whichever shall later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a material adverse effect on the consolidated financial position or consolidated results of operations of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and its Subsidiaries taken as a whole. If any Bank does not consent to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to as provided in this Section 2.20(b2.20(c), the Borrower shall provide have the right to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) replace such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission Bank in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectSection 2.18(c).
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Extension of Termination Date. The Borrowers may request, by written notice to the Administrative Agent, (i) at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date, a six-month extension of the Termination Date with respect to the Commitments then outstanding and (ii) thereafter, an additional six-month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify each Lender of such Extension Request and the Termination Date in effect at such time shall, effective as of the applicable Extension Date (as defined below), be extended for an additional six-month period, provided that, on such Extension Date (a) Without any further action by or consent the Administrative Agent shall have received payment in full of the Lenders, extension fee set forth in Section 2.08(d) and (b) the Termination Date following statements shall be extended to November 8true and the Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, 2028, if, on or before dated the date that is 364 days after the Effective applicable Extension Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the followingstating that: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already unless qualified as to materiality or by reference to a Material Adverse Effect Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, Extension Date (except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct accurate in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) , as applicable, on and as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”)), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required Default has occurred and is continuing or would result from such extension. “Extension Date” means, in the case of each extension option, the first date after the delivery by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Borrowers of the Borrower related Extension Request that the conditions set forth in clauses (a) and (cb) copies above are satisfied. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of corporate resolutions certified by all Advances shall be repaid in full ratably to the Secretary or Assistant Secretary Lenders on the Termination Date as so extended. As of the BorrowerExtension Date, any and all references in this Agreement or such any of the other evidence as may be satisfactory Loan Documents to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel “Termination Date” shall refer to the Borrower (which may be in-house counsel) to such effect.Termination Date as so extended. 62 Digital Realty – Second Amended and Restated Yen Credit Agreement
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Extension of Termination Date. (a) Without any further action At least 30 days but not more than 60 days prior to the next Anniversary Date, the Borrower, by or consent written notice to the Administrative Agent, may request an extension of the Lenders, the Termination Date in effect at such time by one calendar year from its then scheduled expiration. The Administrative Agent shall be extended promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to November 8such Anniversary Date, 2028, if, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. The delivery of such notice shall constitute a representation and warranty that on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that such notice (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticesuch notice (provided that, as though made on and as for the purposes of such daterepresentation, except to (A) all references in the extent such representations and warranties expressly relate contained in Section 4.01(e) to any earlier dateconsolidated balance sheets, in which case such representations consolidated statements of income, cash flow and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date retained earnings for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent its Consolidated Subsidiaries shall be deemed to have elected not refer to extend its Commitment as requested (each a “Non-Extending Lender”the corresponding versions of those documents most recently delivered to the Administrative Agent pursuant to Section 5.01(e)(ii) prior to the date of the notice contemplated in this Section 2.15(a), (B) all references in the representations and warranties contained in Section 4.01(e) and 4.01(f) to “SEC Reports” shall be deemed to refer to the Commitment Borrower’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and current Reports on Form 8-K filed with the Securities and Exchange Commission prior to the date of each Non-Extending Lender such notice and (C) the final sentence of Section 4.01(e) shall terminate on its Commitment Termination Date determined without giving effect be deemed revised to such requested extension. The Borrower mayread “Except as set forth in the SEC Reports, since the date of the most recently delivered consolidated financial statements delivered to the Administrative Agent in accordance with Section 2.22(b5.01(e)(ii), designate another bank or another financial institution there has been no Material Adverse Change”; and (which may be, but need not be, an extending Lendery) there exists no Default. If any Lender shall fail to replace a Non-Extending Lender. On notify the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, Administrative Agent and the participation therein Borrower in writing of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and its consent to the extent necessary to permit any such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any request for extension of the Termination Date pursuant prior to this Section 2.20(b)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 shall provide not later than 15 days prior to such next Anniversary Date of the Agent (who shall promptly provide copies thereof to decision of the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing regarding the Borrower’s incurring indebtedness hereunder with a maturity date request for an extension of the Proposed Extension Termination Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
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Extension of Termination Date. 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, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for an additional one year period; provided that as of the Extension Date, (a) Without any further action by or consent of the Lenders, the Termination Date following statements shall be extended to November 8, 2028, if, on or before true and the date that is 364 days after the Effective Date, the Borrower Administrative Agent shall have delivered to received for the Agent (account of each in form and substance satisfactory to the Agent) the following: (i) Lender Party a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with signed by a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary duly authorized officer of the Borrower, or such other evidence as may be satisfactory to dated the AgentExtension Date, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower stating that: (which may be in-house counselx) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticeExtension Date, as though made on (y) no Default has occurred and as of is continuing or would result from such dateextension and (z) the Fixed Charge Coverage Ratio is greater than 1.15:1.00, except to (b) the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or Administrative Agent shall have received payment by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this fee described in Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”2.08(d), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lenderc) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit have executed and delivered to the extent of such excess on terms acceptable to the AgentAdministrative Agent (in recordable form, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iiiif required by local law) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if agreement requested by the Agent (each Administrative Agent, in form and substance satisfactory to the Administrative Agent) , with respect to each Borrowing Base Asset and endorsements and other assurances as the following: (a) a copy Administrative Agent may reasonably require to confirm the Mortgage Policies. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion any and all references in this Agreement, the Notes, if any, or any of counsel the other Loan Documents to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory “Termination Date” shall refer to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Termination Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectas so extended.
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Extension of Termination Date. (ai) Without any further action by or consent The Borrower may request an extension of the Termination Date for an additional 360-day period by delivering to the Agent a written request therefor (and the Agent shall promptly deliver such request to the Atlantic Agent, the Lyon Agent, Atlantic, Lyon and the Lenders) not earlier than two hundred and seventy (270) days nor later than three hundred (300) days after the date of this Agreement. Thereafter, during each successive period following the original period specified in the preceding sentence, the Borrower may similarly request an extension of the Termination Date for an additional 360- day period. If Atlantic, Lyon and all of the Lenders deliver a written consent to such extension to the Agent not later than the thirtieth (30th) day after any request for such extension or, if the Borrower replaces any Lender which fails to grant such extension in accordance with SUBPARAGRAPH (II) below, upon the effective date of such replacement (or if more than one Lender is being replaced, upon the effective date of the last such replacement), the Termination Date shall automatically be extended for an additional 360-day period (and the Agent shall promptly notify the Borrower, the Atlantic Agent, the Lyon Agent, Atlantic, Lyon and the Lenders of such extension).
(ii) If any Lender fails to November 8grant an extension requested by the Borrower pursuant to SUB-PARAGRAPH (I) of this Section, 2028then, if, on or before not later than the date that is 364 days after the Effective Datethirtieth (30th) day following such Lender's failure to so extend, the Borrower shall have delivered may, upon at least five (5) Business Days' prior irrevocable written, telecopy or telex notice to each of such Lender, the Atlantic Agent, the Lyon Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in whole permanently replace such Lender in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registrationSECTION 12.4(B) hereof; PROVIDED, authorizes that the Borrower to incur indebtedness hereunder shall replace such Commitments with the commitment of a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be Lender that is satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to Atlantic Agent and the Lyon Agent in their reasonable discretion. The notice from the Borrower (which may be in-house counsel) referred to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and in the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect preceding sentence shall be true and correct in all respects) on and as of specify an effective date for the date of notice, as though made on and as replacement of such dateLender, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), date shall not be later than five years the tenth (10th) day after the day such notice is given. Any such replacement Lender shall, upon the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such requestreplacement, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”)purchase, and the Commitment of each Non-Extending replaced Lender shall terminate on its Commitment Termination Date determined without giving effect sell, the Obligations owed to such requested extension. The Borrower may, replaced Lender for the aggregate amount thereof in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending SECTION 12.4(B) hereof and shall thereupon for all purposes become a "Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so" hereunder.
(iii) In connection with any extension of If the Termination Date pursuant to this Section 2.20(b)is extended, the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form execute and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory deliver to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of Atlantic Agent and the Proposed Extension Date has been duly authorized by all necessary corporate actionLyon Agent such agreement as the Agent, together with an opinion of counsel the Atlantic Agent and the Lyon Agent reasonably require in order to the Borrower (which may be in-house counsel) to evidence such effectextended Termination Date.
Appears in 1 contract
Samples: Receivables Financing Agreement (Avis Group Holdings Inc)
Extension of Termination Date. The Borrower shall have the right, exercisable one time, to extend the Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 days but not more than 180 days prior to the current Termination Date, a written request for such extension (a) Without any further action by or consent an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Lendersfollowing conditions, the Termination Date shall be extended to November 8, 2028, if, on or before for one year effective upon receipt by the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with Extension Request and payment of the Pennsylvania Public Utility Commission fee referred to in the following clause (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that y): (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) immediately prior to such effect.
extension and immediately after giving effect thereto, (iA) The Borrower may, so long as no Default or Event of Default then exists shall exist and (B) the representations and warranties contained made or deemed made by the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any in the case of a representation or warranty qualified by materiality, in which is already qualified as to materiality case such representation or by reference to a Material Adverse Effect warranty shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any in the case of a representation or warranty qualified by materiality, in which is qualified as to materiality case such representation or by reference to a Material Adverse Effect warranty shall be true and correct in all respects) on and as of such earlier date, at any time after ) and except for changes in factual circumstances specifically and expressly permitted under the Effective Date but prior Loan Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d). Any extension shall constitute certification by the Borrower to the then existing Termination Date effect that the matters referred to in the immediately preceding clauses (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may x)(A) and (x)(B) are true and correct and the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not represented to extend its Commitment as requested (each a “Non-Extending Lender”), the Administrative Agent and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances foregoing conditions have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done sosatisfied.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Colonial Realty Limited Partnership)
Extension of Termination Date. (a) Without any further action by or consent The Seller may advise the Administrator and each Purchaser Agent in writing of its desire to extend the Lendersthen current Facility Termination Date; provided such request is made not more than 120 days prior to, and not less than 90 days prior to, the then current Facility Termination Date shall be extended Date. In the event that the Purchasers are all agreeable to November 8, 2028, if, on or before the date that is 364 days after the Effective Datesuch extension, the Borrower Administrator shall have delivered to so notify the Agent Seller in writing (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating it being understood that the Borrower’s incurrence of indebtedness hereunder with Purchasers may accept or decline such a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which request in their sole discretion and on such terms as they may be in-house counselelect) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but not less than 30 days prior to the then existing current Facility Termination Date (and the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such dateSeller, the “Proposed Extension Date”)Servicer, the Administrator, the Purchaser Agents and the Purchasers shall not be later than five years after enter into such documents as the effective date of Purchasers may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Administrator and the Purchaser Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by the Seller. The Agent In the event any Purchaser declines the request for such extension, (a) the Purchase Limit shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice be reduced ratably with respect to the Borrower and the Agent within thirty (30) days. Subject to the execution Purchasers in each Purchaser Group by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable an amount equal to the Commitment of each Lender so affirmatively notifying the Borrower such Exiting Purchaser and the Agent Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be extended appropriately adjusted and (b) such Purchaser (or the applicable Purchaser Agent on its behalf) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, however, that the failure of the Administrator to notify the Proposed Extension Date; provided that no Termination Date Seller of any Lender shall be extended unless the Required Lenders at the time any determination to decline such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to affect the Borrower understanding and agreement that the Agent applicable Purchasers shall be deemed to have elected not refused to extend its Commitment as grant the requested (each a “Non-Extending Lender”)extension in the event the Administrator fails to affirmatively notify the Seller, and in writing, of their agreement to accept the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution Each Purchaser Agent agrees to give the Seller and Servicer 60 days’ prior written notice (which may be, but need not be, an extending Lender“Exiting Notice”) to replace a Non-Extending Lender. On if the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cancurrent Facility Termination Date will not be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit extended with respect to the extent of such excess on terms acceptable to the any Purchaser for which it acts as Purchaser Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
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Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable no more than twice, to request an extension of the Lenderscurrent Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to November 8, 2028, if, the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination date which is 30 days prior to the Extension Date that it accepts such Extension Request (the “Existing Termination Date”or it expressly rejects such Extension Request), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of then the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after extended with respect to the effective date Commitment of such extensionrejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the rejected Borrower, the Agent and such Lenders of a duly completed ’s Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their CommitmentsRequest.
(iib) Any Lender which does not give such notice to Notwithstanding the preceding subsection, if the Borrower and receives notification from the Agent shall be deemed to have elected not to extend its Commitment as requested that an Extension Request has been rejected by a Rejecting Lender (each a “Non-Extending LenderNotice of Rejection”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination aggregate amount of participations in Letters of Credit and Swing Line Advances within the limits Commitments of the Commitments which are Rejecting Lenders does not terminated, prepay on such date all or a portion exceed 50% of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits aggregate amount of the Commitments even after all outstanding Advances have been prepaidthen outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, LEGAL02/33558006v8 require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall cash collateralize assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Letters Borrower shall have received the prior written consent of Credit the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such excess on terms acceptable to outstanding principal and accrued interest and fees) or the Agent, Borrower (in the case of all other amounts) and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide such assignee consents to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectRequest.
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Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Termination Date, a written request for such extension (a) Without any further action by or consent an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Lendersfollowing conditions, the Termination Date shall be extended to November 8, 2028, if, on or before for six-months effective upon receipt by the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with Extension Request and payment of the Pennsylvania Public Utility Commission fee referred to in the following clause (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that iii): (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) immediately prior to such effect.
extension and immediately after giving effect thereto, (iA) The Borrower may, so long as no Default or Event of Default then exists shall exist and (B) the representations and warranties contained made or deemed made by the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any in the case of a representation or warranty qualified by materiality, in which is already qualified as to materiality case such representation or by reference to a Material Adverse Effect warranty shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any in the case of a representation or warranty qualified by materiality, in which is qualified as to materiality case such representation or by reference to a Material Adverse Effect warranty shall be true and correct in all respects) on and as of such earlier date, at ) and except for changes in factual circumstances not prohibited under the Loan Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions effectiveness of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such dateextension, upon the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such Administrative Agent’s request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Sectionx)(A) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectx)(B).
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. At least 10 days but not more than 20 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single ten-month extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the ‘Extension Date’), be extended for an additional ten-month period, provided that (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to paid the Extension Fees as described in Section 2.08(d), (b) on the Extension Date the following statements shall be true and the Administrative Agent (shall have received for the account of each in form and substance satisfactory to Lender Party a certificate signed by a Responsible Officer of the Agent) Borrower, dated the followingExtension Date, stating that: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Extension Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default has occurred and is continuing or would result from such extension, and (iii) the Loan Parties are in compliance with the covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after the extension, together with supporting information demonstrating such compliance, and (c) the Administrative Agent shall then existhave received on or before the Extension Date:
(i) Deeds of trust, trust deeds and mortgages (the respective participations “Mortgages”) and assignments of leases and rents (the “Assignments of Leases”) in form and substance reasonably satisfactory to the Administrative Agent covering all Borrowing Base Assets, duly executed by the appropriate Loan Party;
(ii) evidence that counterparts of the other Lenders Mortgages and Assignments of Leases and have been duly executed, acknowledged and delivered on or before the Extension Date and are in form suitable for filing or recording in all outstanding Letters of Credit filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and Swing Line Advances shall be redetermined subsisting Lien on the basis collateral described therein in favor of their respective Commitments after giving effect to such termination, and the participation therein Administrative Agent for the benefit of the Lender whose Commitment is terminated shall terminate; provided Parties and that the Borrower shallall required affidavits, if tax forms and filings pertaining to the extent necessary to permit such redetermination of participations in Letters of Credit any applicable documentary stamp, intangible and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances mortgage recordation taxes have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, executed and such redetermination delivered by all appropriate parties and termination of participations are in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.form suitable for filing with all applicable governmental authorities;
(iii) In connection fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (including zoning endorsements where available) and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, and with respect to any extension such property located in a State in which a zoning endorsement is not available, a zoning report issued by Planning and Zoning Resources Corp. or another professional firm reasonably acceptable to the Administrative Agent;
(iv) American Land Title Association/American Congress on Surveying and Mapping form surveys for which all necessary fees have been paid, dated no more than 30 days before the date of their delivery to the Administrative Agent, certified to the Administrative Agent and the issuer of the Termination Date Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent; and
(v) An opinion of local counsel for the Loan Parties (i) in the each of the States where the Borrower Base Assets are located and (ii) and each state in which the Loan Parties are organized or formed, in each case in form and substance reasonably satisfactory to the Administrative Agent. In the event that an extension is effected pursuant to this Section 2.20(b2.17 (but subject to the provisions of Sections 2.05, 2.06 and 6.01), the Borrower aggregate principal amount of all Advances shall provide to the Agent (who shall promptly provide copies thereof be repaid in full ratably to the Lenders extending their Commitments pursuant to this Section) such evidence of authority on the Termination Date as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy so extended. As of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion any and all references in this Agreement, the Notes, if any, or any of counsel the other Loan Documents to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory ‘Termination Date’ shall refer to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Termination Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectas so extended.”
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except notice to the extent such representations Lender of not less than 60 days and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but not more than 90 days prior to the then existing Termination Date then in effect hereunder (the “"Existing Termination Date”"), propose to request that the Lender extend the Existing Termination Date for an additional one year period measured 364 days from the Consent Date (as defined below). The Lender, acting in its sole discretion, shall by notice the Borrower given on the date (and, subject to the provision below, only on the date) 30 days prior to the Existing Termination Date (provided, if such date is not a business day, then such notice shall be given on the next succeeding business day) (the "Consent Date; provided that in no event may "), advise the Borrower request more than two extensions of whether or not the Termination Date pursuant Lender agrees to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly Lender's failure to so notify the Lenders Borrower shall not operate as an automatic extension of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Existing Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitmentshereunder.
(iib) Any Lender which does Notwithstanding the foregoing, the extension of then Existing Termination Date shall not give such notice be effective with respect to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested Lender unless:
(each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lenderi) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then existhave occurred and be continuing on the date of the notice requesting such extension, the respective participations Consent Date or the Existing Termination Date;
(ii) each of the other Lenders representations, warranties and covenants of the Borrower in all outstanding Letters of Credit and Swing Line Advances Section 3 hereof shall be redetermined true and correct on and as of each of the basis date of their respective Commitments after giving effect to the notice requesting such terminationextension, the Consent Date and the participation therein Existing Termination Date with the same force and effect as if made on and as of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shalleach such date (or, if and any such representation or warranty is expressly stated to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaidmade as of a specific date, then the Borrower shall cash collateralize the Letters of Credit to the extent as of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.specific date);
(iii) In connection with any each of the conditions precedent in Section 4 hereof shall be satisfied in the reasonable opinion of the Lender; and
(iv) the Lender shall have been paid in full by the Borrower all amounts owing to the Lender hereunder, including the Commitment Fee which shall be applicable to the extension of the Existing Termination Date pursuant to this Section 2.20(b)hereunder, the Borrower shall provide and payable to the Agent (who shall promptly provide copies thereof to Lender on or before the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Existing Termination Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Japan Fund Inc)
Extension of Termination Date. (a) Without any further action by or consent of Not later than the Lendersdate 45 days prior to the applicable Termination Date then in effect, the Termination Date shall Company may deliver to the Administrative Agent a notice requesting that the Commitments and Term Loans be extended to November 8, 2028, if, on or before such date as the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each Company may specify in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission such notice (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Extended Termination Date”), propose to extend and the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give forward such notice to the Borrower Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend all of its Commitment(s) and Term Loans. Any Lender which shall fail so to notify the Administrative Agent within such period shall be deemed to have elected not declined to extend its Commitment as requested (each a “Non-Extending Lender”), and Term Loans. In the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect event that Lenders having Commitments and outstanding Term Loans equal to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank 35% or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations more of the other Lenders in all aggregate Commitments and Term Loans outstanding Letters of Credit and Swing Line Advances at such time shall be redetermined on the basis of willing to extend their respective Commitments and Term Loans, the Administrative Agent shall so notify the Company and each Lender and the applicable Termination Date for each consenting Lender (including consenting Canadian Lenders) shall without further action be extended to the Extended Termination Date. In the event that any Lender shall be unwilling to extend its Commitment(s) and Term Loans, the Commitment(s) and Term Loans of such Lender will not be extended and the applicable Termination Date as to that Lender shall remain unchanged. The scheduled amortization payments of principal of any extended Term Loans occurring after giving effect the original applicable Termination Date shall be determined by the Term Loan Lenders that have agreed to such termination, extension and the participation therein Company. The Company may replace any Lender that has not agreed to extend its Commitments and Term Loans with an Assuming Lender pursuant to Section 2.04(c). Notwithstanding the terms of Section 10.01, the Company and the Administrative Agent shall be entitled (with the consent of the Lender whose Commitment is terminated shall terminate; provided extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Borrower shall, if Administrative Agent and to the extent Company believe are necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with appropriately reflect any extension of the Termination Date pursuant to this Section 2.20(b2.04(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Olin Corp)
Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) Without of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any further action Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by or consent of the Lenders, the Termination Date Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be extended to November 8, 2028, if, on or before paid by such Borrower. If all the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each Lenders in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission at least one Group accept such request for extension but any Lender in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Group declines the Borrower and request for such extension (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrowerall such Lenders in Groups containing Lenders that decline such a request, or such other evidence as may be satisfactory to the Agent“Exiting Lenders”), demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and effective as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Scheduled Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b):
(a) the Scheduled Termination Date shall be extended as agreed to by such accepting Xxxxxx(s), designate another bank or another financial institution ;
(which may be, but need not be, an extending Lenderb) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations Commitments of the other Exiting Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that and
(c) the Borrower shall, if and to Facility Limit shall be reduced by the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits amount of the Group Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date Exiting Lender’s Group terminated pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, clause (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectabove.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Extension of Termination Date. (a) Without any further action by or consent The Company may request, in a notice (an “Extension Request”; the date of delivery thereof to the Administrative Agent being the “Extension Request Date”) given as herein provided to the Administrative Agent and each of the LendersBanks not more than 60 days prior to any anniversary of the Closing Date, that the Termination Date be extended for a period of one year each with respect to up to the Aggregate Commitments then in effect (the “Extended Commitment Amount”), which notice shall specify that the requested extension with respect to the Extended Commitment Amount is to be effective (the “Extension Effective Date”) on the respective anniversary of the Closing Date immediately following the Extension Request Date, and that the new Termination Date to be in effect following such extension (the “Requested Termination Date”; provided that if such day is not a Business Day, the Requested Termination Date shall be extended the immediately preceding Business Day) is to November 8, 2028, if, on or before be the date that is 364 days one year after the Effective then current Termination Date, the Borrower ; and provided further that no such extension shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: be permitted if (i) a copy of Default has occurred and is continuing on the securities certificate registered with Extension Request Date or the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, Extension Effective Date or (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 this Agreement are not true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on Extension Request Date and as of such date, the Extension Effective Date (except to the extent (i) where such representations and warranties expressly relate to any an earlier date, in which case such representations and warranties were shall have been true and correct in all material respects as of such earlier date and (except that ii) any representation or warranty which that is qualified as to materiality or by reference to a “Material Adverse Effect Effect” shall be true and correct in all respects) as of such earlier date). Each Bank shall, at any time after the Effective Date but not less than 25 days prior to the then existing Termination Date (Extension Effective Date, notify the “Existing Termination Date”)Company and the Administrative Agent, propose of its election, in its sole discretion, to extend or not to extend the Existing Termination Date for an additional one year period measured from with respect to its pro rata share of the Existing Termination Extended Commitment Amount (based on such Bank’s Commitment as a percentage of the Aggregate Commitments immediately prior to the Extension Effective Date; provided that in no event may ). If on the Borrower request more than two extensions of date 25 days prior to the Extension Effective Date the Majority Banks elect to extend the Termination Date pursuant with respect to their pro rata share of the Extended Commitment Amount, then, subject to the provisions of this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F2.19, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended for one year. Any Bank which shall not notify the Company and the Administrative Agent of its election to extend the Termination Date on or prior to the Proposed date 25 days prior to the Extension Date; provided that no Effective Date shall be deemed to have elected not to extend the Termination Date with respect to its pro rata share of any Lender shall be extended unless the Required Lenders at Extended Commitment Amount.
(b) Provided that the time any such extension is requested Majority Banks shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to pro rata share of the Borrower Extended Commitment Amount as provided in this Section 2.19, if any Bank shall timely notify the Company and the Administrative Agent pursuant to paragraph (a) of this Section 2.19 of its election not to extend its pro rata share of the Extended Commitment Amount, or shall be deemed to have elected not to extend its pro rata share of the Extended Commitment as requested Amount (each any such Bank being called a “Non-Extending LenderBank”), then the Company may, on or prior to the Extension Effective Date, replace, in whole or in part, the Commitments of the Non-Extending Banks with additional or new Commitments of the remaining Banks (the “Continuing Banks”) or new Banks (each such Bank, and each new Bank that agrees to participate in a Commitment Increase, the “Additional Banks”) with the consent of such Continuing Banks or Additional Banks. Each Additional Bank shall execute and deliver an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Company pursuant to which such Additional Bank shall become a party to this Agreement.
(c) If the Majority Banks shall have elected to extend their pro rata share of the Extended Commitment Amount as provided in this Section 2.19, then (i) the Commitments of the Continuing Banks and any Additional Banks equal to their pro rata share of the Extended Commitment Amount as provided in this Section 2.19 shall continue until the Requested Termination Date specified in the notice from the Company, and as to such Banks the term “Termination Date”, as used herein, shall mean such Requested Termination Date; (ii) the Commitment of each any Non-Extending Lender Bank shall terminate on its continue until such time as the Commitment of such Non-Extending Bank shall have been assigned to Continuing Banks and/or Additional Banks and, to the extent not so assigned, shall continue until the Termination Date determined without in effect prior to giving effect to such requested extension. The Borrower mayExtension Request; and (iii) from and after the Extension Effective Date, the term “Banks” shall be deemed to include the Additional Banks and (except with respect to Section 2.19 to the extent the rights under such Section arise on or before the Termination Date in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a respect of Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counselBanks) to such effectexclude the Non-Extending Banks.
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable two times, to request the extension of the LendersTermination Date by twelve months. The Borrower may request such an extension only by executing and delivering to the Lender at least 60 days but not more than 90 days prior to the date one year prior to the current Termination Date, a written request for such extension (an “Extension Request”). Subject to satisfaction of the following conditions, the Termination Date shall be extended for twelve months: (a) immediately prior to November 8such extension and immediately after giving effect thereto, 2028(i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, if, shall be true and correct in all material respects on or before and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that is 364 days after such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Effective Date, Loan Documents; (b) the Borrower shall have delivered paid the Fees payable under the Fee Letter payable with respect to such extension; (c) the Agent (each Lender shall have received such information as it may have requested from the Borrower in connection with such Extension Request in form and substance satisfactory to the AgentLender; and (d) the following: (i) a copy Lender, in its sole and absolute discretion, approves such Extension Request. The Lender shall notify the Borrower of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date approval or denial of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required Extension Request as soon as reasonably practical following receipt by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over Lender of all information requested under the Borrower and immediately preceding clause (z) copies of corporate resolutions certified c); provided, however, if by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but 180 days prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the current Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to have not notified the Borrower and of the Agent within thirty (30) days. Subject to approval or denial of an Extension Request, then the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to denied such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soExtension Request.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit and Security Agreement (Five Star Quality Care Inc)
Extension of Termination Date. At least 30 but not more than 60 days prior to each anniversary of the date of the Closing Date (abut in any event no later than 45 days prior to the then-scheduled Termination Date of the Revolving 364-Day Tranche, the Revolving Three- Year Tranche or the Term Tranche, as the case may be), the Borrower may, by delivering a written notice to such effect to the Administrative Agent (each such request being irrevocable), request that each Lender consent to (i) Without a 364-day extension of the Termination Date of the Revolving 364-Day Tranche and/or (ii) a one-year extension of the Termination Date of the Revolving Three-Year Tranche and/or the Term Tranche. Upon receipt of any further action such notice, the Administrative Agent shall promptly communicate such request to the Lenders. Within 30 days following the giving of such notice by or the Borrower, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-scheduled Termination Date of such Tranche is acceptable to the Lenders (and, if so, the conditions, if any, relating to such acceptance, including, with respect to the Term Tranche, revisions to the principal repayment schedule set forth in Section 3.05(b)), it being understood that the unanimous written consent of the Lenders shall be required to effect any such requested extension, that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request (with the result being that such request is denied). The Administrative Agent shall promptly notify the Borrower and the Lenders of the result of such request, and if such request shall have been consented to by all of the Lenders, the Termination Date of the applicable Tranche shall be extended to November 8(A) in the case of any extension of the Revolving Three-Year Tranche or the Term Tranche, 2028the first anniversary of the then-scheduled Termination Date of such Tranche, ifor (B) in the case of any extension of the Revolving 364-Day Tranche, on or before the date that is occurs 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be inthen-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue scheduled Termination Date of such registrationTranche; provided, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8however, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent Tranche shall be so extended to notwithstanding the Proposed Extension Date; provided existence of one or more Lenders (the "Nonextending Lenders") that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend (or failed to notify the Administrative Agent of its Commitment as requested (each a “Non-Extending Lender”), or their) consent to extend) if (1) such Nonextending Lender(s) has (or have) been replaced in the full amount of its (or their) Commitments hereunder pursuant to Section 11.07(h) and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender2) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default or Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit have occurred and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the continuing. If a Nonextending Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date so replaced pursuant to this Section 2.20(b11.07(h), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to Commitments of all of the Lenders extending their Commitments pursuant to this Section) such evidence of authority as under the Agent applicable Tranche shall request, including, if requested by automatically terminate on the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be inthen-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue scheduled Termination Date of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectTranche.
Appears in 1 contract
Samples: Credit Agreement (CMS Energy Corp)
Extension of Termination Date. (a) Without any further action by or consent of Not later than the Lendersdate 45 days prior to the applicable Termination Date then in effect, the Termination Date shall Borrower may deliver to the Administrative Agent a notice requesting that the Term Loans be extended to November 8, 2028, if, on or before the such date that is 364 days after the Effective Date, as the Borrower shall have delivered to the Agent (each may specify in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission such notice (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Extended Termination Date”), propose to extend and the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give forward such notice to the Borrower and Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend all of its Term Loans. Any Lender which shall fail so to notify the Administrative Agent within such period shall be deemed to have elected not declined to extend its Commitment Term Loans. In the event that Lenders having Term Loans equal to 35% or more of the aggregate Term Loans outstanding at such time shall be willing to extend their respective Term Loans, the Administrative Agent shall so notify the Borrower and each Lender and the applicableTermination Date for each consenting Lender shall without further action be extended to the 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 Termination Date as requested to that Lender shall remain unchanged. 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 Borrower. The Borrower may replace any Lender that has not agreed to extend its Term Loans (each a “Non-Extending Lender”) with an Assuming Lender pursuant to Section 2.04(c). Notwithstanding the terms of Section 10.01, the Borrower and the Commitment Administrative Agent shall be entitled (with the consent of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may bethe extending Lenders, but need not be, an extending Lenderwithout the consent of any other Lenders) to replace a Non-Extending Lender. On enter into any amendments to this Agreement that the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, Administrative Agent and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent believe are necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with appropriately reflect any extension of the Termination Date pursuant to this Section 2.20(b2.04(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Olin Corp)
Extension of Termination Date. (a) Without any further action The Borrowers may, by or consent notice to the Administrative Agent in the form of Exhibit C hereto (which shall promptly deliver a copy to each of the Lenders, ) not less than 45 days and not more than 60 days prior to the Termination Date then in effect (the "Existing Termination Date"), request that the Lenders extend the Termination Date for an additional 364 days from the Existing Termination Date. Each Lender shall, by notice to the Borrowers and the Administrative Agent given not less than 20 and not more than 30 days prior to the Existing Termination Date, advise the Borrowers whether or not such Lender agrees to such extension (and any Lender that does not advise the Borrowers on or before the later of such days shall be extended deemed to November 8, 2028, ifhave advised the Borrowers that it will not agree to such extension).
(b) The Borrower shall have the right, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may require any Lender which shall have advised or been deemed to advise the Borrower request more than two extensions of the Termination Date pursuant that it will not agree to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant (each a "Non-Extending Lender") to transfer without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Section 2.20(bAgreement to one or more other banks or other financial institutions (any such bank or other financial institution being called a "Substitute Lender"), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating include any Lender; provided that (i) such Substitute Lender, if not already a Lender hereunder, shall have been approved by the Securities Certificate Extension has been registered with Administrative Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registrationAdministrative Agent shall specify to evidence its status as a Lender hereunder, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.such
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Extension of Termination Date. (a) Without any further action by or consent Not earlier than 60 days prior to, nor later than 45 days prior to, each anniversary of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Closing Date, the Borrower shall have delivered may request by written notice made to the Administrative Agent (each in form and substance satisfactory to who shall promptly notify the AgentLenders) a one year extension of the following: Termination Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 Article V are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on such certificate and as (ii) no Default or Event of Default exists. Each Lender shall notify the Administrative Agent by written notice whether it consents to or declines such request within 30 Business Days of such date, except to notice. Any Lender not responding within the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect above time period shall be true and correct in deemed to have not consented to extending the Termination Date. The Administrative Agent shall, after receiving the notifications from all respects) as of the Lenders or the expiration of such earlier dateperiod, at whichever is earlier, notify the Borrower and the Lenders of the results thereof.
(b) If any time after the Effective Date but prior Lender declines, or is deemed to the then existing Termination Date have declined, to consent to such request for extension (the a “Existing Termination DateDeclining Lender”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date may cause any Declining Lender to be removed and/or replaced as a Lender pursuant to this Section 2.20(b); and provided further that the Termination Date10.16.
(c) If, after giving effect to any such extension removals or replacements of Lenders pursuant to the prior subsection, all Lenders have consented to extending the Termination Date, it shall be extended for 364 days, effective as of date to be determined by the Administrative Agent and the Borrower (such date, the “Proposed Extension Effective Date”), shall not be later than five years after and the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such requestthereof. Each Lender shall endeavor to respond As a condition precedent to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide deliver to the Administrative Agent (who shall promptly provide copies thereof on or prior to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall requestEffective Date, including, if requested by the Agent (each in form and substance satisfactory to the Administrative Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 corporate resolutions and incumbency certificates of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date dated as of the Proposed Extension Effective Date and approving such extension in sufficient copies for each Lender, (ii) no other authorizations are required a certificate signed by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over a Responsible Officer of the Borrower of the type referred to in Section 4.1(a)(viii), and (ciii) copies of corporate resolutions certified by the Secretary new or Assistant Secretary of the Borrower, amended Notes for any new or affected Lender reflecting such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with new or revised Commitments. The Administrative Agent shall distribute an opinion of counsel to the Borrower amended Schedule 2.1 (which may shall thereafter be in-house counsel) incorporated into this Agreement), to such effectreflect any changes in Lenders, the Commitments and each Lender’s Pro Rata Share thereof.
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Samples: Credit Agreement (Pma Capital Corp)
Extension of Termination Date. (a) Without So long as no Event of Default and no Prepayment Event has occurred and is continuing, the Borrower may, at least 30 but 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 under this Section 2.18 once per year no more than five times.
(b) Upon receipt of such notification from the Administrative Agent, each Lender may (but shall not be required to), in its sole and absolute discretion, agree to extend the Termination Date with respect to its Commitment and any further action by or 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 then-scheduled Termination Date) following its receipt of such notification, notify the Administrative Agent in writing of its consent of to such request. If any Lender shall not so notify the Administrative Agent, such Lender shall be deemed not to have consented to such request. The Administrative Agent shall thereupon notify the Borrower no later than 15 days prior to the then-scheduled Termination Date as to the Lenders, if any, that have consented to such request.
(c) If Lenders holding Commitments aggregating more than 50% of the Termination Date Commitments then in effect agree to such request, the Commitment of each Lender that consents to such request shall be extended for a period of one year, commencing on the then- scheduled Termination Date; subject, however, to November 8, 2028, ifthe condition precedent that, on or before prior to the date that is 364 days after the Effective Dateof such extension, the Borrower Administrative Agent shall have delivered to received the Agent (following, each dated such date and in form and substance satisfactory to the Administrative Agent) the following: (i) a copy certificate of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date duly authorized officer of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity the effect that as of the date of November 8, 2028 and extension of the Termination Date (yA) no other authorizations are required by event has occurred and is continuing, or would result from the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary extension of the BorrowerTermination Date, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with constitutes an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists 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 Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticeextension of the Termination Date, before and after giving effect to such extension, as though made on and as of such date, except to (ii) certified copies of the extent resolutions of the Board of Directors of the Borrower authorizing such representations extension and warranties expressly relate to any earlier date, in which case such representations the performance of this Agreement on and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to date of extension of the then existing Termination Date (the “Existing Termination Date”), propose and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions this Agreement and such extension of the Termination Date and (iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of any Lender electing not to extend (or failing to notify the Administrative Agent in writing of its consent to extend) the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to any extension by any other Lender).
(d) 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 Borrower made pursuant to this Section 2.20(b); subsection (a) above, the Borrower will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender (provided further that the Termination Dateother Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender 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, after giving effect provided, however, that the parties to any such extension (such date, the “Proposed Extension Date”), assignment shall not be later than five years after required to pay the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lenderprocessing and recordation fee otherwise payable under Section 8.07(a)(iv), by notice and provided, further that such Nonconsenting Lender shall, prior to the Borrower and effectiveness of any such assignment, be paid in full all amounts due to it hereunder.
(e) Upon the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders extension of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable in accordance with this Section 2.18, the Administrative Agent shall deliver to each Lender a revised Schedule II setting forth the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agentextension, and such redetermination and termination Schedule II shall replace the Schedule II in effect before the extension of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done sothe then applicable Termination Date.
(iiif) In connection with the event that any extension 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 or reduction of the Termination Date Commitment pursuant to this Section 2.20(b)2.18, the Borrower shall provide pay or prepay to such Lender the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence aggregate outstanding principal amount of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue all Advances of such registration, authorizes the Borrower Lender with respect to incur indebtedness hereunder with a maturity date such termination or reduction of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate actionits Commitment, together with an opinion of counsel accrued interest to the Borrower (which may be in-house counsel) date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such effectLender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.04(b).
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Extension of Termination Date. The Borrower may request that the Administrative Agent and the Lenders extend the current Termination Date by one year by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Termination Date, a written request for such extension in the form of Exhibit M (a) Without any further action by or consent an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the LendersExtension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended to November 8, 2028, if, on or before for one year effective upon receipt by the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with Extension Request and payment of the Pennsylvania Public Utility Commission fee referred to in the following clause (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that y): (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) immediately prior to such effect.
extension and immediately after giving effect thereto, (iA) The Borrower may, so long as no Default or Event of Default then exists shall exist and (B) the representations and warranties contained made or deemed made by the Borrower and each other Loan Party in Section 4.01 are the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except that any to the extent otherwise qualified by materiality, in which case such representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, such extension with the same force and effect as though if made on and as of such date, date except to the extent that such representations and warranties expressly relate solely to any an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except that any to the extent otherwise qualified by materiality, in which case such representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of such earlier date, at any time after ) and except for changes in factual circumstances specifically and expressly permitted under the Effective Date but prior Loan Documents or waived or consented to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the by Requisite Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with the provisions of Section 2.22(b), designate another bank or another financial institution 13.7. and (which may be, but need not be, an extending Lendery) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize have paid the Letters of Credit to the extent of such excess on terms acceptable to the AgentFees payable under Section 3.6.(f). Immediately prior to, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension or as of the Termination Date pursuant to this Section 2.20(b)date of, any such extension, upon the Administrative Agent’s request, the Borrower shall provide deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (who shall promptly provide copies thereof to the Lenders extending their Commitments x)(A) and (x)(B). The Termination Date may be extended only one time pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
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Extension of Termination Date. (a) Without any further action The Borrowers may, by notice given to the Agent (which shall promptly deliver a copy thereof to the Lenders) not less than sixty (60) days prior to the first, second or consent third anniversaries of the Lenders, Effective Date request that the Termination Date shall for all Lenders be extended to November 8, 2028, if, on or before for one additional year; provided that the date that is 364 Borrowers may obtain only one such extension. Not later -------- than thirty (30) days after the Effective DateBorrowers shall have made such request, each Lender, acting in its sole discretion, shall notify the Agent of its response to such request; provided that any Lender which fails to respond to any such request shall be -------- deemed to have denied such request. Such extension shall be effective as to each Lender agreeing to such extension when (i) each Borrower shall have delivered a certificate to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, have occurred and be continuing with respect to such Borrower either on the respective participations date of the other Lenders notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Agent to the effect that each of the representations and warranties of such Obligor set forth herein or in any Credit Document shall be true and complete in all outstanding Letters material respects on and as of Credit and Swing Line Advances shall be redetermined on each of the basis date of their respective Commitments after giving effect to such termination, notice and the participation therein last date for the Lenders' responses with the same force and effect as if made on and as of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shalleach 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 to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits (iii) Lenders having not less than 50% of the Commitments which are not terminated, prepay on as in effect at such date all or time shall have agreed to such extension. Each Lender shall make its own independent decision upon a portion request for extension of the outstanding Advances or, to Termination Date and no Lender shall be bound by the extent that such redetermination cannot be effected within the limits decision of any other Lender. The Agent shall give each Lender notice of the Commitments even after responses of all outstanding Advances have been prepaid, then of the Borrower shall cash collateralize the Letters Lenders within 45 days of Credit to the extent receipt of such excess on terms acceptable to request from the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b).
(b) If the Borrowers shall have requested an extension of the Termination Date pursuant to paragraph (a) and Lenders having not less than 50% of the Commitments shall agree to such extension pursuant thereto, the Borrowers shall have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date beyond such date with, and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the approval of the Agent (which approval shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a Commitment (and, if any such additional bank or financial institution is a Lender, the Commitment so undertaken shall be in addition to such Lender's existing Commitment hereunder on such date), provided that the Commitments so undertaken shall not exceed the aggregate Commitments of all non-extending Lenders. If the Termination Date has been extended to the Extended Termination Date pursuant to this Section 2.20(b)2.12, on the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension First Scheduled Termination Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension Borrowers shall repay in full all Loans outstanding on such date made by any Lender which has been registered with not agreed to extend the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code Termination Date beyond such date and by virtue of all other amounts owed to such registrationLender, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required each Lender that has increased its Commitment and each additional bank or financial institution undertaking a Commitment shall make Loans hereunder to the Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or additional bank's or financial institution's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any such existing Lender's Commitment). The proceeds of such Loans shall be applied by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary Agent on behalf of the Borrower, or such other evidence as may be satisfactory Borrowers to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date partial repayment of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion other Lenders' Loans (including Loans of counsel existing Lenders that have increased their Commitments) to the Borrower extent necessary to effect such proration (which may and the pro-rata and sharing provisions of Section 4.02 shall not be in-house counsel) applicable to such effectpayment).
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Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable no more than twice, to request an extension of the Lenderscurrent Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to November 8, 2028, if, the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination date which is 30 days prior to the Extension Date that it accepts such Extension Request (the “Existing Termination Date”or it expressly rejects such Extension Request), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of then the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after extended with respect to the effective date Commitment of such extensionrejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the rejected Borrower, the Agent and such Lenders of a duly completed ’s Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their CommitmentsRequest.
(iib) Any Lender which does not give such notice to Notwithstanding the preceding subsection, if the Borrower and receives notification from the Agent shall be deemed to have elected not to extend its Commitment as requested that an Extension Request has been rejected by a Rejecting Lender (each a “Non-Extending LenderNotice of Rejection”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination aggregate amount of participations in Letters of Credit and Swing Line Advances within the limits Commitments of the Commitments which are Rejecting Lenders does not terminated, prepay on such date all or a portion exceed 50% of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits aggregate amount of the Commitments even after all outstanding Advances have been prepaidthen outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall cash collateralize assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Letters Borrower shall have received the prior written consent of Credit the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such excess on terms acceptable to outstanding principal and accrued interest and fees) or the Agent, Borrower (in the case of all other amounts) and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide such assignee consents to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.Request. 45 LEGAL02/33546501v8
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) Without any further action by or consent of the Lenders, Unless the Termination Date shall be extended have occurred, the Borrower may request the Lenders, by written notice to November 8the Administrative Agent not more than 90 days and not less than 60 days prior to the then effective Termination Date, 2028, if, on or before to consent to extension of the Termination Date to the date that which is 364 days after the Effective then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the then-effective Termination Date. Any Lender which fails to give such notice to the Administrative Agent shall be deemed to have not consented to such request. If any Lender shall not have consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the other Lenders, whereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(h)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall have delivered become effective upon the delivery by the Borrower to the Administrative Agent (and each in form and substance satisfactory Lender, on or prior to the Agent) the following: then-effective Termination Date, of (i) a copy certificate of a duly authorized officer of the securities certificate registered Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the Pennsylvania Public Utility Commission (giving of notice or the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date passage of November 8, 2028time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed extension and (iii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may who shall be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel ) as to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower maymatters set forth in Exhibit D, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except upon giving effect to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as extension of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. In the event of any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Consenting Lender that has not been replaced pursuant to Section 8.07(h) shall be terminated in whole as of such former Termination Date, the aggregate principal amount of all Advances made by such Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and auction facility fees, and all other amounts payable hereunder to or for the account of such Non-Consenting Lender shall terminate be due and payable on its Commitment such former Termination Date determined without giving effect to Date, and upon such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a reduction and payment of such amounts such Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by Consenting Lender shall cease to be a party to this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soAgreement.
(iiib) In connection with Upon the effectiveness of any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: subsection (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”above, each reference in Section 4.01(e) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel and Exhibit D to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 year-end financial statements of the Pennsylvania Public Utility Code and by virtue of such registrationBorrower, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by December 31 of any year, (iii) the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over quarter-end financial statements of the Borrower and (civ) copies the last day of corporate resolutions certified by any fiscal quarter (other than December 31) of any year, shall be deemed to be amended to be references to (A) the Secretary or Assistant Secretary year-end financial statements of the Borrower included in the Borrower, or such other evidence as may be satisfactory 's Annual Report on Form 10-K most recently delivered to the AgentLenders pursuant to Section 5.01(b)(iii), demonstrating that (B) December 31 of the year of the financial statements described in clause (A) above, (C) the fiscal quarter-end financial statements of the Borrower included in the Borrower’s incurrence of indebtedness hereunder with a maturity date 's Quarterly Report on Form 10-Q most recently delivered to the Lenders pursuant to Section 5.01(b)(ii) and (D) the last day of the Proposed Extension Date has been duly authorized by all necessary corporate actionfiscal quarter of the financial statements described in clause (C) above, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectrespectively.
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Extension of Termination Date. (a) Without any further action The Borrowers may, by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered notice given to the Agent (each in form and substance satisfactory which shall promptly deliver a copy thereof to the AgentLenders) the following: not less than sixty (i60) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel days prior to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 first, second or third anniversaries of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to request that the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an all Lenders be extended for one additional one year period measured from the Existing Termination Dateyear; provided that in no event the Borrowers may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of obtain only one such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within Not later than thirty (30) days. Subject to days after the execution by the BorrowerBorrowers shall have made such request, each Lender, acting in its sole discretion, shall notify the Agent and of its response to such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Daterequest; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time which fails to respond to any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent request shall be deemed to have elected not denied such request. Such extension shall be effective as to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect agreeing to such requested extension. The extension when (i) each Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) shall have delivered a certificate to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided Agent to the effect that no Default or Event of Default shall then exist, have occurred and be continuing with respect to such Borrower either on the respective participations date of the other Lenders notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Agent to the effect that each of the representations and warranties of such Obligor set forth herein or in any Credit Document shall be true and complete in all outstanding Letters material respects on and as of Credit and Swing Line Advances shall be redetermined on each of the basis date of their respective Commitments after giving effect to such termination, notice and the participation therein last date for the Lenders' responses with the same force and effect as if made on and as of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shalleach 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 to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits (iii) Lenders having not less than 50% of the Commitments which are not terminated, prepay on as in effect at such date all or time shall have agreed to such extension. Each Lender shall make its own independent decision upon a portion request for extension of the outstanding Advances or, to Termination Date and no Lender shall be bound by the extent that such redetermination cannot be effected within the limits decision of any other Lender. The Agent shall give each Lender notice of the Commitments even after responses of all outstanding Advances have been prepaid, then of the Borrower shall cash collateralize the Letters Lenders within 45 days of Credit to the extent receipt of such excess on terms acceptable to request from the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b).
(b) If the Borrowers shall have requested an extension of the Termination Date pursuant to paragraph (a) and Lenders having not less than 50% of the Commitments shall agree to such extension pursuant thereto, the Borrowers shall have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date beyond such date with, and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the approval of the Agent (which approval shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a Commitment (and, if any such additional bank or financial institution is a Lender, the Commitment so undertaken shall be in addition to such Lender's existing Commitment hereunder on such date), provided that the Commitments so undertaken shall not exceed the aggregate Commitments of all non-extending Lenders. If the Termination Date has been extended to the Extended Termination Date pursuant to this Section 2.20(b)2.12, on the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension First Scheduled Termination Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension Borrowers shall repay in full all Loans outstanding on such date made by any Lender which has been registered with not agreed to extend the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code Termination Date beyond such date and by virtue of all other amounts owed to such registrationLender, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required each Lender that has increased its Commitment and each additional bank or financial institution undertaking a Commitment shall make Loans hereunder to the Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or additional bank's or financial institution's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any such existing Lender's Commitment). The proceeds of such Loans shall be applied by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary Agent on behalf of the Borrower, or such other evidence as may be satisfactory Borrowers to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date partial repayment of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion other Lenders' Loans (including Loans of counsel existing Lenders that have increased their Commitments) to the Borrower extent necessary to effect such proration (which may and the pro-rata and sharing provisions of Section 4.02 shall not be in-house counsel) applicable to such effectpayment).
Appears in 1 contract
Samples: Credit Agreement (Providian Corp)
Extension of Termination Date. (a) Without any further action by If no Default or consent Potential Default exists, Borrower may request one-year extensions of the Lendersthen-existing Termination Date by making such request in writing (an "EXTENSION REQUEST") to Administrative Agent between seventy-five (75) and ninety (90) days prior to the date that is one (1) year prior to the then-existing Termination Date. The then-existing Termination Date shall be extended for one (1) year only if (i) Administrative Agent and each Lender consent in writing to such extension within thirty (30) days following the receipt of the Extension Request, and (ii) Borrower pays to Administrative Agent the extension fee set forth in SECTION 4.4. The failure to respond by Administrative Agent or any Lender to an Extension 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 LENDERS"), then the Termination Date shall be extended as to November 8, 2028, if, the Consenting Lenders provided that Borrower on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered then-current Termination Date either (a) pays to the Agent (each in form and substance satisfactory Non-Consenting Lenders the Principal Debt owing to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be insuch Non-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate actionConsenting Lenders, together with an opinion of counsel to the Borrower (which may be in-house counsel) all interest and fees owing to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier dateNon-Consenting Lenders, in which case the Commitments of such representations and warranties were true and correct in all material respects Non-Consenting Lenders shall be terminated, or (except that any representation or warranty which is qualified as to materiality or by reference b) effects an assignment from the Non-Consenting Lenders to a Material Adverse Effect new Lender or Lenders pursuant to SECTION 13.10 who shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior consent to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (Prologis Trust)
Extension of Termination Date. (a) Without any further action by or consent The Termination Date may be extended annually upon the unanimous written approval of the LendersBanks and the written agreement of the Borrowers. On or before the thirtieth (30th) day before each Anniversary Date (but no earlier than the sixtieth (60th) day before such Anniversary Date), the Borrowers may request that the Termination Date shall be extended to November 8for a one-year period, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered by submitting to the Administrative Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity by such date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement Request Form in substantially the form of Exhibit F"C-1" hereto, completed and signed by the Borrowers (each an "Extension Request Form"). Upon receipt of any Extension Request Form, the Administrative Agent shall transmit a copy of such Extension Request Form to each of the Banks within five (5) Business Days after receipt. Each Bank will respond to such request, by returning the Extension Request Form or a copy thereof to the Administrative Agent indicating whether such Bank approves or declines such extension, on or before the tenth (10th) day before such Anniversary Date. However, the failure by any Bank to so respond shall not be deemed to be an approval of such request for extension, and no extension of or agreement to extend the Termination Date applicable to shall be effective unless the Commitment Administrative Agent shall have received the written approval of each Lender so affirmatively notifying all of the Borrower Banks. In the event the Administrative Agent receives the written approval of all of the Banks, the Administrative Agent shall promptly notify the Borrowers and the Agent shall be Banks that the Termination Date is extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension date which is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments one year after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant in effect immediately prior to this Section 2.20(b)such extension, by means of a Notice of Extension in substantially the form of Exhibit "C-2" hereto, whereupon the Termination Date shall be extended, effective as of such Anniversary Date, without the necessity for any further action or documentation. However, the Borrower Borrowers shall provide execute and deliver or cause to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form be executed and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (delivered any and all documents which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are reasonably required by the Pennsylvania Public Utility Commission Administrative Agent or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the BorrowerRequired Banks in connection with such extension. THE BANKS AND THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION OR COMMITMENT WHATSOEVER TO EXTEND THE TERMINATION DATE AT ANY TIME, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectAND NONE OF THE BANKS OR THE ADMINISTRATIVE AGENT HAS MADE ANY REPRESENTATION TO THE BORROWERS REGARDING ANY SUCH EXTENSION.
Appears in 1 contract
Samples: Credit Agreement (Global Industrial Technologies Inc)
Extension of Termination Date. (a) Without any further action by or consent The Borrower shall have the right, exercisable no more than twice, to request an extension of the Lenderscurrent Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the 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 on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to November 8, 2028, if, the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination date which is 30 days prior to the Extension Date that it accepts such Extension Request (the “Existing Termination Date”or it expressly rejects such Extension Request), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of then the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after extended with respect to the effective date Commitment of such extensionrejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the rejected Borrower, the Agent and such Lenders of a duly completed ’s Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their CommitmentsRequest.
(iib) Any Lender which does not give such notice to Notwithstanding the preceding subsection, if the Borrower and receives notification from the Agent shall be deemed to have elected not to extend its Commitment as requested that an Extension Request has been rejected by a Rejecting Lender (each a “Non-Extending LenderNotice of Rejection”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination aggregate amount of participations in Letters of Credit and Swing Line Advances within the limits Commitments of the Commitments which are Rejecting Lenders does not terminated, prepay on such date all or a portion exceed 50% of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits aggregate amount of the Commitments even after all outstanding Advances have been prepaidthen outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under LEGAL02/33559407v8 this Agreement to an assignee that shall cash collateralize assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Letters Borrower shall have received the prior written consent of Credit the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Reimbursement Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such excess on terms acceptable to outstanding principal and accrued interest and fees) or the Agent, Borrower (in the case of all other amounts) and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide such assignee consents to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectRequest.
Appears in 1 contract
Samples: Credit Agreement (Scana Corp)
Extension of Termination Date. (a) Without So long as no Event of Default or Unmatured Default has occurred and is continuing, the Borrowers may, no earlier than 90 days prior to the first anniversary of the date hereof but no later than 90 days prior to the fourth anniversary of the date hereof, by delivering a written request (the date of delivery of the written request described below being the “Extension Notice Date”) 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 Borrowers may exercise their right to request an extension of the Termination Date under this Section 2.19 only once.
(b) Upon receipt of such notification from the Administrative Agent, each Lender may (but shall not be required to), in its sole and absolute discretion, agree to extend the Termination Date with respect to its Commitment and any further action by or of its Outstanding Credits for a period of one year, and shall (should it determine to do so), no earlier than 60 days but in any event no later than 70 days immediately following the Extension Notice Date, notify the Administrative Agent in writing of its consent of to such request. If any Lender shall not so notify the Administrative Agent, such Lender shall be deemed not to have agreed to such request. The Administrative Agent shall thereupon notify the Borrowers no later than 75 days following the Extension Notice Date as to the Lenders, if any, that have consented to such request. Notwithstanding the Termination Date foregoing, no Advance shall be outstanding longer than 364 days.
(c) If Lenders holding Commitments aggregating more than 66-2/3% of the Commitments then in effect agree to such request, the Commitment of each Lender that agreed to such request shall be extended for a period of one year, commencing on the then-scheduled Termination Date; subject, however, to November 8, 2028, ifthe condition precedent that, on or before prior to the date that is 364 days after the Effective Dateof such extension, the Borrower Administrative Agent shall have delivered to received the Agent (following, each dated such date and in form and substance satisfactory to the Administrative Agent) the following: (i) a copy certificate of a duly authorized officer of each Borrower to the effect that as of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 extension of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and Termination Date (yA) no other authorizations are required by event has occurred and is continuing, or would result from the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary extension of the BorrowerTermination Date, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with constitutes an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists 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 Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticeextension of the Termination Date, before and after giving effect to such extension, as though made on and as of such date, except to (ii) certified copies of the extent resolutions of the Board of Directors of each Borrower authorizing such representations extension and warranties expressly relate to any earlier date, in which case such representations the performance of this Agreement on and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions date of the Termination Date pursuant to this Section 2.20(b); and provided further that extension of the Termination Date, after giving effect and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent this Agreement and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent and (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (biii) an opinion of counsel to the Borrower Borrowers, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (which may be in-house counseld) stating that below, the Commitment of any Lender electing not to extend (ior failing to notify the Administrative Agent in writing of its consent to extend) the Securities Certificate Extension has been registered with Termination Date shall automatically terminate on the Pennsylvania Public Utility Commission then-scheduled Termination Date (without regard to any extension by any other Lender).
(d) In the event that any Lender (a “Nonconsenting Lender”) shall not agree (or shall be deemed not to have agreed) to an extension request of the Borrowers made pursuant to subsection (a) above, the Borrowers will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent, the Swing Line Lenders and the Fronting Banks for any Nonconsenting Lender (provided that the other Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender before the Borrowers 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 8.08 hereof, provided, however, that the parties to any such assignment shall not be required to pay the processing and recordation fee otherwise payable under Section 8.08(a)(iv), and provided, further that such Nonconsenting Lender shall, 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 Chapter 19 this Section 2.19, the Administrative Agent shall deliver to each Lender a revised Schedule I setting forth the Commitment of each Lender after giving effect to such extension of the Pennsylvania Public Utility Code Termination Date for each Lender, and such Schedule I shall replace the Schedule I 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 virtue the Borrowers under this Section 2.19 to extend the Termination Date, then, on the date of any termination of such registrationLender’s Commitment pursuant to this Section 2.19, authorizes the Borrower Borrowers shall pay or prepay to incur indebtedness hereunder with a maturity date such Lender the aggregate outstanding principal amount of the Proposed Extension Date all Advances of such Lender and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory an amount equal to the Agent, demonstrating that the Borrower’s incurrence aggregate Stated Amount of indebtedness hereunder all issued but undrawn Letters of Credit issued by such Lender with a maturity date respect to such termination of the Proposed Extension Date has been duly authorized by all necessary corporate actionits Commitment, together with an opinion of counsel accrued interest to the Borrower (which may be in-house counsel) date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such effectLender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrowers shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.05(b).
Appears in 1 contract
Extension of Termination Date. (a) Without any further action by or consent of the Lenders, the Termination Date shall be extended to November 8, 2028, if, on or before the date that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 90 Business Days and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as not later than 60 Business Days prior to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as each anniversary of the date of noticeClosing Date, as though made on and as of such date, except to request that each Lender extend the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date for an additional year (or, if such request is made during such period immediately preceding the second anniversary of the Closing Date, for an additional two years) from the Termination Date then in effect hereunder (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions . Any anniversary of the Termination Closing Date pursuant with respect to this Section 2.20(b); and provided further that which any such request is made is referred to herein as the Termination “Relevant Anniversary Date”.
(b) Each Lender, after giving effect in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees to any such extension. If a Lender agrees to such extension (such date, the an “Proposed Extension DateExtending Lender”), it shall not be notify the Administrative Agent, in writing, of its decision to do so no later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice 15 Business Days prior to the Borrower and the Agent within thirty (30) daysRelevant Anniversary Date. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each A Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected determines not to so extend its Commitment as requested (each shall so notify the Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”), and . If a Lender does not give timely notice to the Commitment Administrative Agent of each Non-Extending whether or not such Lender shall terminate on its Commitment Termination Date determined without giving effect agrees to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) it shall be deemed to replace be a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shallany Non-Extending Lender may, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary consent of the Borrower, the Swingline Lender, the Issuing Lenders and the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld, conditioned or such other evidence as may be satisfactory delayed), subsequently become an Extending Lender by notice to the Agent, demonstrating that Administrative Agent and the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
Appears in 1 contract
Samples: Credit Agreement (M I Homes Inc)
Extension of Termination Date. (a) Without any further action by or consent of the Lenders, Unless the Termination Date shall have occurred, the Borrower may request the Lenders, by written notice to the Administrative Agent not more than 90 days and not less than 60 days prior to the then effective Termination Date, to consent to extension of the Termination Date to the date which is one year after the then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the then-effective Termination Date. Any Lender which fails to give such notice to the Administrative Agent shall be extended deemed to November 8have not consented to such request. If any Lender shall not have consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), 2028the Administrative Agent shall promptly so notify the Borrower and the other Lenders, ifwhereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(h)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Administrative Agent and each Lender, on or before prior to the date that is 364 days after the Effective then-effective Termination Date, the Borrower shall have delivered to the Agent (each in form and substance satisfactory to the Agent) the following: of (i) a copy certificate of a duly authorized officer of the securities certificate registered Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that with the Pennsylvania Public Utility Commission (giving of notice or the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date passage of November 8, 2028time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such proposed extension and (iii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may who shall be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel ) as to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower maymatters set forth in Exhibit D, so long as no Default or Event of Default then exists and the representations and warranties contained in Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of notice, as though made on and as of such date, except upon giving effect to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as extension of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be satisfactory in form and substance to the Administrative Agent. In the event of any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Consenting Lender that has not been replaced pursuant to Section 8.07(h) shall be terminated in whole as of such former Termination Date, the aggregate principal amount of all Advances made by such Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and auction facility fees, and all other amounts payable hereunder to or for the account of such Non-Consenting Lender shall terminate be due and payable on its Commitment such former Termination Date determined without giving effect to Date, and upon such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a reduction and payment of such amounts such Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by Consenting Lender shall cease to be a party to this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done soAgreement.
(iiib) In connection with Upon the effectiveness of any extension of the Termination Date pursuant to this Section 2.20(b), the Borrower shall provide to the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: subsection (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”above, each reference in Section 4.01(e) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel and Exhibit D to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 year-end financial statements of the Pennsylvania Public Utility Code and by virtue of such registrationBorrower, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (ii) no other authorizations are required by December 31 of any year, (iii) the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over quarter-end financial statements of the Borrower and (civ) copies the last day of corporate resolutions certified by any fiscal quarter (other than December 31) of any year, shall be deemed to be amended to be references to (A) the Secretary or Assistant Secretary year-end financial statements of the Borrower included in the Borrower, or such other evidence as may be satisfactory 's Annual Report on Form 10-K most recently delivered to the AgentLenders pursuant to Section 5.01(b)(iii), demonstrating that (B) December 31 of the year of the financial statements described in clause (A) above, (C) the fiscal quarter-end financial statements of the Borrower included in the Borrower’s incurrence of indebtedness hereunder with a maturity date 's Quarterly Report on Form 10-Q most recently delivered to the Lenders pursuant to Section 5.01(b)(ii) and (D) the last day of the Proposed Extension Date has been duly authorized by all necessary corporate actionfiscal quarter of the financial statements described in clause (C) above, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effectrespectively.
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Extension of Termination Date. So long as no Event of Default and no Prepayment Event has occurred and is continuing, the Borrower may, at least 30 but not more than 60 days prior to each anniversary of the date hereof (athe "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 under this Section 2.18 once per year no more than five times. Upon receipt of such notification from the Administrative Agent, each Lender may (but shall not be required to), in its sole and absolute discretion, 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 applicable Extension Notice Date) Without following its receipt of such notification, notify the Administrative Agent in writing of its consent to such request. If any further action by or consent of Lender shall not so notify the Administrative Agent, such Lender shall be deemed not to have consented to such request. The Administrative Agent shall thereupon notify the Borrower no later than 15 days prior to the then-scheduled Termination Date as to the Lenders, if any, that have consented to such request. If Lenders holding Commitments aggregating more than 50% of the Termination Date Commitments then in effect agree to such request, the Commitment of each Lender that consents to such request shall be extended for a period of one year, commencing on the then-scheduled Termination Date; subject, however, to November 8, 2028, ifthe condition precedent that, on or before prior to the date that is 364 days after the Effective Dateof such extension, the Borrower Administrative Agent shall have delivered to received the Agent (following, each dated such date and in form and substance satisfactory to the Administrative Agent) the following: (i) a copy certificate of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date duly authorized officer of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity the effect that as of the date of November 8, 2028 and extension of the Termination Date (yA) no other authorizations are required by event has occurred and is continuing, or would result from the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary extension of the BorrowerTermination Date, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with constitutes an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.
(i) The Borrower may, so long as no Default or Event of Default then exists 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 Section 4.01 are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of noticeextension of the Termination Date, before and after giving effect to such extension, as though made on and as of such date, except to (ii) certified copies of the extent resolutions of the Board of Directors of the Borrower authorizing such representations extension and warranties expressly relate to any earlier date, in which case such representations the performance of this Agreement on and warranties were true and correct in all material respects (except that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) as of such earlier date, at any time after the Effective Date but prior to date of extension of the then existing Termination Date (the “Existing Termination Date”), propose and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions this Agreement and such extension of the Termination Date and (iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of any Lender electing not to extend (or failing to notify the Administrative Agent in writing of its consent to extend) the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to any extension by any other Lender). 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 Borrower made pursuant to this Section 2.20(b); subsection (a) above, the Borrower will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender (provided further that the Termination Dateother Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender 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, after giving effect provided, however, that the parties to any such extension (such date, the “Proposed Extension Date”), assignment shall not be later than five years after required to pay the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lenderprocessing and recordation fee otherwise payable under Section 8.07(a)(iv), by notice and provided, further that such Nonconsenting Lender shall, prior to the Borrower and effectiveness of any such assignment, be paid in full all amounts due to it hereunder. Upon the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and such Lenders extension of a duly completed Extension Agreement in substantially the form of Exhibit F, the Termination Date applicable in accordance with this Section 2.18, the Administrative Agent shall deliver to each Lender a revised Schedule II setting forth the Commitment of each Lender so affirmatively notifying the Borrower and the Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments.
(ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (each a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any Xxxxxx’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall cash collateralize the Letters of Credit to the extent of such excess on terms acceptable to the Agentextension, and such redetermination and termination of participations Schedule II shall replace the Schedule II in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so.
(iii) In connection with any effect before the extension of the then applicable Termination Date Date. 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 2.20(b)2.18, the Borrower shall provide pay or prepay to such Lender the Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence aggregate outstanding principal amount of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue all Advances of such registration, authorizes the Borrower Lender with respect to incur indebtedness hereunder with a maturity date such termination of the Proposed Extension Date and (ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate actionits Commitment, together with an opinion of counsel accrued interest to the Borrower (which may be in-house counsel) date of such prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such effectLender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.04(b).
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Samples: Credit Agreement (Entergy Corp /De/)
