Common use of Extension of the Revolving Period Clause in Contracts

Extension of the Revolving Period. (a) Unless (i) the Termination Date shall have occurred or (ii) the Company shall have exercised the Term Loan Conversion Option in accordance with Section 2.17, at least 30 days but not more than 45 days prior to each Extension Date, the Company may request that the Lenders, by written notice to the Administrative Agent (in substantially the form attached hereto as Exhibit E), consent to a 364-day extension of the Revolving Period. 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 but not more than 30 days prior to such Extension 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 Company and the Lenders no later than 15 days prior to such Extension Date of the identity of the Lenders that have consented to such extension (the "Extending Lenders") 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 Revolving Period shall not be extended, and the Commitments of all Lenders shall terminate on the last day of the Revolving Period. (b) If (x) Lenders holding 85% or more of the Commitments have consented to the requested extension or (y) Lenders holding in the aggregate more than 50% but less than 85% of the Commitments have consented to the requested extension and the Company shall have, within 5 Business Days following receipt of the notice from the Administrative Agent described in subsection (a) above, notified the Administrative Agent (which notice shall be irrevocable) that the Company still seeks an extension of the Revolving Period, then subject to the conditions set forth in Section 2.16(c), then the Revolving Period shall be extended as to such Extending Lenders only (and not as to any Declining Lender) for a period of 364 days, and the Commitments of any Declining Lenders shall terminate on the Extension Date (as theretofore in effect), and all Advances of such Declining Lenders shall be repaid to them on such date. If the Company so requests, each Extending Lender shall be given the opportunity at least seven days but not more than 15 days prior to such Extension Date, in each Extending Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Extending Lender's Commitment to the Administrative Agent in amounts such that the aggregate Commitments hereunder after giving effect to any such extension and increase in the Commitments shall not exceed the aggregate Commitments immediately prior to such Extension Date. If the Administrative Agent receives commitments to increase the Commitments from the Extending Lenders, which, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to such Extension Date, the Administrative Agent shall accept all such Commitments, (ii) are greater than the Commitments immediately prior to such Extension Date, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to such Extension Date, the Company may, at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date shall not be greater than Commitments hereunder immediately prior to such Extension Date. (c) Each such accepted Eligible Assignee and each Increasing Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's signature page. Any such extension shall become effective upon the Extension Date then in effect, if the Company shall have delivered to the Administrative Agent and each Lender, on or prior to such Extension Date, opinions of counsel to the Company substantially in the forms of Exhibit C- 3 and Exhibit C-4 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto. Upon satisfaction of such condition and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make Advances to the Company (A) in the case of each new Lender, equal to such Lender's ratable portion of the Advances outstanding immediately prior to such Extension Date and (B) in the case of each Increasing Commitment Lender, equal to of such Lender's ratable portion of the Advances (assuming that such Lender's Commitment consists of only the increased portion thereof) outstanding immediately prior to such Extension Date, in each case, without giving effect to any repayment of Advances to Declining Lenders made on such Extension Date.

Appears in 2 contracts

Samples: Credit Agreement (Progress Energy Inc), Credit Agreement (Florida Progress Corp)

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Extension of the Revolving Period. 2.16.1 The Borrowers may request that the Revolving Period be extended for additional individual periods of one (a1) Unless year (i) each such period to commence on the Termination Date shall have occurred or (ii) day immediately following the Company shall have exercised last day of the Term Loan Conversion Option in accordance with Section 2.17then current Revolving Period), at least 30 by delivering to the Administrative Agent an Extension Request no earlier than 90 days but not more and no later than 45 days prior to each anniversary of the Restatement Date. 2.16.2 Upon receipt of an Extension DateRequest, the Company may request that the Lenders, by written notice to the Administrative Agent (in substantially shall deliver a copy thereof to each Lender and no later than 30 days following the form attached hereto as Exhibit E)receipt thereof from the Administrative Agent, consent to a 364-day extension of the Revolving Period. Each each such Lender shall, in its sole discretion, determine whether to consent to such request and shall notify inform the Administrative Agent of its determination at least 20 days but decision to extend or not more than 30 days prior to such Extension Dateextend the Revolving Period. The decision of a Lender to extend the Revolving Period is irrevocable. The failure by a Lender to respond by any Lender inform the Administrative Agent of its decision within such time period shall be result in such Lender being deemed a denial to have refused to extend its Revolving Period. Upon receipt by the Administrative Agent of such request. The the notices of acceptance or refusal (or deemed refusal) from the Lenders, the Administrative Agent shall deliver a notice to promptly inform the Company Borrowers and the Lenders no later than 15 days prior to such Extension Date of the identity results. 2.16.3 If the aggregate amount of the Revolving Commitments of the Lenders that have consented agreed to such extension (extend the "Extending Lenders") and the Lenders that have declined such consent (the "Declining Lenders"). If Lenders holding in the aggregate 50Revolving Period represents 662/3% or less of the Commitments have consented to the requested extensionRevolving Facilities, then the Revolving Period shall not be extended, extended and shall expire in accordance with its terms. 2.16.4 If the Commitments of all Lenders shall terminate on the last day aggregate amount of the Revolving Period. (b) If (x) Lenders holding 85% or more Commitments of the Commitments Lenders that have consented agreed to extend the requested extension or (y) Lenders holding in the aggregate Revolving Period represents more than 50% but less than 85662/3% of the Commitments Revolving Facilities, then, with respect to each Dissenting Lender, the Borrowers shall have consented the right, prior to the requested extension and the Company shall have, within 5 Business Days following receipt anniversary of the notice from Restatement Date that is three (3) years prior to the Administrative Agent described in subsection (a) above, notified the Administrative Agent (which notice shall be irrevocable) that the Company still seeks an extension end of the then current Revolving Period, then subject to replace such Dissenting Lender as contemplated in Section 2.17 or cancel its Revolving Commitment as contemplated in Section 2.18, provided, however, that no Default or Event of Default has occurred and is continuing on the effective date of such replacement or cancellation, as the case may be. 2.16.5 If, prior to the conditions set forth anniversary of the Restatement Date that is three (3) years prior to the end of the then current Revolving Period, the Borrowers have replaced all Dissenting Lenders as contemplated in Section 2.16(c)2.17 or cancelled their respective Revolving Commitments as contemplated in Section 2.18, then the Revolving Period shall be extended as to such Extending Lenders only (and not as to any Declining Lender) for a period of 364 dayshereinabove mentioned. 2.16.6 If, and the Commitments of any Declining Lenders shall terminate on the Extension Date (as theretofore in effect), and all Advances of such Declining Lenders shall be repaid to them on such date. If the Company so requests, each Extending Lender shall be given the opportunity at least seven days but not more than 15 days prior to such Extension Date, in each Extending Lender's sole discretion, to commit to increase its Commitment by submission the anniversary of a written notice setting forth the desired increase in such Extending Lender's Commitment Restatement Date that is three (3) years prior to the Administrative Agent in amounts such that end of the aggregate Commitments hereunder after giving effect to any such extension and increase in the Commitments shall not exceed the aggregate Commitments immediately prior to such Extension Date. If the Administrative Agent receives commitments to increase the Commitments from the Extending Lenders, which, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to such Extension Datethen current Revolving Period, the Administrative Agent shall accept Borrowers have not replaced all such CommitmentsDissenting Lenders as contemplated in Section 2.17 or cancelled their respective Revolving Commitments as contemplated in Section 2.18, (ii) are greater than then the Commitments immediately prior to such Extension Date, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to such Extension Date, the Company may, at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date Revolving Period shall not be greater than Commitments hereunder immediately prior to such Extension Dateextended and shall expire in accordance with its terms. (c) Each such accepted Eligible Assignee and each Increasing Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's signature page. Any such extension shall become effective upon the Extension Date then in effect, if the Company shall have delivered to the Administrative Agent and each Lender, on or prior to such Extension Date, opinions of counsel to the Company substantially in the forms of Exhibit C- 3 and Exhibit C-4 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto. Upon satisfaction of such condition and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make Advances to the Company (A) in the case of each new Lender, equal to such Lender's ratable portion of the Advances outstanding immediately prior to such Extension Date and (B) in the case of each Increasing Commitment Lender, equal to of such Lender's ratable portion of the Advances (assuming that such Lender's Commitment consists of only the increased portion thereof) outstanding immediately prior to such Extension Date, in each case, without giving effect to any repayment of Advances to Declining Lenders made on such Extension Date.

Appears in 1 contract

Samples: Credit Agreement (Cgi Group Inc)

Extension of the Revolving Period. (a) Unless (i) the Termination Date shall have occurred or (ii) the Company shall have exercised the Term Loan Conversion Option in accordance with Section 2.17, at least 30 days but not Not more than 45 120 days and not less that 90 days prior to each Extension Date, the Company may request that then current Stated Term Date of the Lenders, the Borrower may request an Offer of Extension from the Lenders in respect of each of the Working Capital Facility and the Syndicated Facility for a further period of up to 364 days. Such request shall be made by written notice the Borrower delivering to the Administrative Lenders and to the Agent (in substantially an executed Request for Offer of Extension. The Agent shall forthwith notify the form attached hereto Lenders of such request by the Borrower, and each Lender shall advise the Agent and the Borrower as Exhibit E), consent to a 364-day extension of the Revolving Period. Each Lender shall, in its sole discretion, determine whether to consent or not it agrees to such request and shall notify the Administrative Agent of its determination at least 20 days but not more no later than 30 days prior to its then current Stated Term Date (the "Notification Date"). If a Lender does not so advise the Agent and the Borrower on or prior to the Notification Date, such Extension Date. The failure to respond by any Lender within such time period shall be deemed a denial of to have elected not to agree to such request. The Administrative Any such Lender that does not, or is deemed not to, agree to such request shall become a "Non-Agreeing Lender" and unless its Commitment is purchased pursuant to Section 3.2(c) or repaid pursuant to Section 3.2(d), the provisions of Section 3.1 shall become applicable to such Lender. (b) If the Majority Lenders agree to such request, the Agent shall within two (2) Business Days deliver a notice to the Company and Borrower an Offer of Extension. Any such Offer of Extension shall be open for acceptance by the Lenders no later than 15 days Borrower until the Business Day which is five (5) Business Days prior to such the then current Stated Term Date. Upon written notice by the Borrower to the Agent accepting an Offer of Extension Date and agreeing to the terms and conditions specified therein, if any, the Stated Term Date, in respect of the identity of the those Lenders that have consented agreeing to such extension (the "Extending Lenders") and the Lenders that have declined such consent (the "Declining Agreeing Lenders"). If Lenders holding in the aggregate 50% or less of the Commitments have consented to the requested extension, the Revolving Period shall not be extended, and the Commitments of all Lenders shall terminate on the last day of the Revolving Period. (b) If (x) Lenders holding 85% or more of the Commitments have consented to the requested extension or (y) Lenders holding in the aggregate more than 50% but less than 85% of the Commitments have consented to the requested extension and the Company shall have, within 5 Business Days following receipt of the notice from the Administrative Agent described in subsection (a) above, notified the Administrative Agent (which notice shall be irrevocable) that the Company still seeks an extension of the Revolving Period, then subject to the conditions set forth in Section 2.16(c), then the Revolving Period shall be extended as to such Extending Lenders only (and not as to any Declining Lender) for a period the date specified in the Offer of 364 days, Extension and the Commitments of any Declining Lenders terms and conditions, if any, specified thereunder, shall terminate become effective on the Extension Date (as theretofore in effect), and all Advances of such Declining Lenders shall be repaid to them on such date. If first day following the Company so requests, each Extending Lender shall be given the opportunity at least seven days but not more than 15 days prior to such Extension Date, in each Extending Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Extending Lender's Commitment to the Administrative Agent in amounts such that the aggregate Commitments hereunder after giving effect to any such extension and increase in the Commitments shall not exceed the aggregate Commitments immediately prior to such Extension Date. If the Administrative Agent receives commitments to increase the Commitments from the Extending Lenders, which, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to such Extension Date, the Administrative Agent shall accept all such Commitments, (ii) are greater than the Commitments immediately prior to such Extension Date, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to such Extension Date, the Company may, at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date shall not be greater than Commitments hereunder immediately prior to such Extension then current Stated Term Date. (c) Each of the Agreeing Lenders shall have the right (but not the obligation) to purchase the Commitment of any Non-Agreeing Lender for a purchase price in an amount equal to the aggregate outstanding principal amount of the Advances owing to such accepted Eligible Assignee Non-Agreeing Lender, together with accrued interest thereon to the date of payment of such principal amount and each Increasing all other amounts payable to such Non-Agreeing Lender under this Agreement. Each of the Agreeing Lenders (each, a "Purchasing Lender") wishing to exercise its rights to purchase the Commitment of a Non-Agreeing Lender shall deliver a signature page hereto indicating that it is bound by forthwith so notify the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by Borrower, the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's signature page. Any such extension shall become effective upon the Extension Date then in effect, if the Company shall have delivered to the Administrative Agent and each of the other Lenders, if any, and such Purchasing Lender shall thereupon be obligated to purchase not less than fifteen (15) days prior to the then current Stated Term Date an undivided share of the Commitment of each Non-Agreeing Lender equal to the ratio that such Purchasing Lender's Commitment is of the aggregate of all Purchasing Lenders' Commitments or as otherwise agreed to by the Borrower and all Purchasing Lenders. If the Working Capital Lender is a Non- Agreeing Lender and there is more than one Purchasing Lender, on or prior the Borrower shall choose which Purchasing Lender shall acquire the Commitment of the Working Capital Lender including the Commitment of the Working Capital Lender in respect of the Working Capital Facility. The Non-Agreeing Lender, the Purchasing Lenders, the Agent, the Borrower and each of the other Lenders, if any, shall forthwith duly execute and deliver any necessary documentation to give effect to such Extension Datepurchase, opinions whereupon each Non-Agreeing Lender shall, as of counsel the effective date thereof, be released from its obligations to the Company substantially in Borrower hereunder and under the forms other Credit Documents arising subsequent to such date. (d) If a Non-Agreeing Xxxxxx's Commitment is not purchased pursuant to Section 3.2(c), at the option of Exhibit C- 3 the Borrower: (i) so long as there exists no Default or Event of Default, the Borrower shall repay all Advances (which shall include, for greater certainty, the Face Amount of all Banker's Acceptances and Exhibit C-4 attached hereto upon which each Lender Notional Banker's Acceptances accepted by such Non- Agreeing Lender, and the Administrative Agent may relyface amount of all Letters of Credit issued by such Non-Agreeing Lender) and other amounts owing hereunder to such Non-Agreeing Lender on its then current Stated Term Date and, together with any governmental order referred to therein attached thereto. Upon satisfaction of upon such condition and the effectiveness of such extensionrepayment, each new Lender and Increasing Commitment Lender shall make Advances to the Company (A) in the case of each new Lendersuch Non-Agreeing Lender shall cease to be a Lender hereunder and such Non-Agreeing Xxxxxx's Commitment shall be terminated, equal to such Lender's ratable portion of the Advances outstanding immediately prior to such Extension Date and (B) the Total Commitment in respect of the case Facility shall be reduced by the amount of the Non-Agreeing Lender's terminated Commitment, and (C) the Proportionate Share of each Increasing remaining Lender shall be adjusted accordingly; or (ii) the Borrower may have such Non-Agreeing Xxxxxx's outstanding Commitment sold, assigned and transferred to a replacement Lender pursuant to Section 10(b) of the CBA Model Provisions. (e) If an Offer of Extension has been provided to the Borrower which it has accepted as required thereby, the Stated Maturity Date and Stated Term Date for each Lender that has approved the Request for Offer of Extension shall be extended to the date which is 364 days subsequent thereto, and the terms and conditions specified in such Offer of Extension shall be immediately effective. If an Offer of Extension is not provided to the Borrower, the provisions of Section 3.2(c) and (d) shall not be applicable, the Facility shall convert to a non-revolving term facility on the Stated Term Date of each Lender, equal and the Borrower shall repay all Obligations outstanding hereunder in accordance with Section 3.1. (f) This Section 3.2 shall apply from time to of such Lender's ratable portion time to permit successive extensions of the Advances (assuming that such Lender's Commitment consists of only Stated Term Date and Stated Maturity Date for Lenders if and for so long as the increased portion thereof) outstanding immediately Majority Lenders have agreed to all prior to such Extension Date, extensions in each case, without giving effect to any repayment of Advances to Declining Lenders made on such Extension Dateaccordance with Section 3.2(b).

Appears in 1 contract

Samples: Credit Agreement

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Extension of the Revolving Period. (a) Unless (i) 2.18.1 From and after the Termination Date shall have occurred or (ii) date of the Company shall have exercised first Advance of the Term Loan Conversion Option Credit Facilities, in accordance with Section 2.17any given year, at least 30 or in any subsequent year if not requested in any such given year, the Borrowers may request that the Revolving Period be extended for a period of one (1) year pursuant to each such request (each such period to commence on the day immediately following the last day of the then current Revolving Period), by delivering to the Administrative Agent an Extension Request no earlier than 90 days but not more and no later than 45 days prior to each anniversary of the date of this Agreement. 2.18.2 Upon receipt of an Extension DateRequest, the Company may request that the Lenders, by written notice to the Administrative Agent (in substantially shall deliver a copy thereof to each Lender and no later than 30 days following the form attached hereto as Exhibit E)receipt thereof from the Administrative Agent, consent each such Lender shall inform the CREDIT AGREEMENT – PAGE18 Administrative Agent of its decision to a 364-day extension of extend or not to extend the Revolving Period. Each The decision of a Lender shall, in its sole discretion, determine whether to consent extend the Revolving Period is irrevocable. The failure by a Lender to such request and shall notify inform the Administrative Agent of its determination at least 20 days but not more than 30 days prior to such Extension Date. The failure to respond by any Lender decision within such time period shall be result in such Lender being deemed a denial to have refused to extend its Revolving Period. Upon receipt by the Administrative Agent of such request. The the notices of acceptance or refusal (or deemed refusal) from the Lenders, the Administrative Agent shall deliver a notice to promptly inform the Company Borrowers and the Lenders no later than 15 days prior to such Extension Date of the identity results. 2.18.3 If the aggregate amount of the Revolving Commitments of the Lenders that have consented agreed to such extension (extend the "Extending Lenders") and the Lenders that have declined such consent (the "Declining Lenders"). If Lenders holding in the aggregate 50Revolving Period represents 662/3% or less of the Commitments have consented to Revolving Facilities, then the requested extension, the then current Revolving Period shall not be extended, extended and shall expire in accordance with its terms unless subsequently extended in accordance with this Section 2.16. 2.18.4 If the Commitments of all Lenders shall terminate on the last day aggregate amount of the Revolving Period. (b) If (x) Lenders holding 85% or more Commitments of the Commitments Lenders that have consented agreed to extend the requested extension or (y) Lenders holding in the aggregate Revolving Period represents more than 50% but less than 85662/3% of the Commitments Revolving Facilities, then, with respect to each Dissenting Lender, the Borrowers shall have consented to the requested extension and the Company shall haveright, within 5 Business Days following receipt one (1) year of the notice from date on which the Extension Request is delivered to the Administrative Agent described pursuant to Section 2.18.1, and at their sole expense and effort and upon notice to such Dissenting Lender and the Administrative Agent, to replace such Dissenting Lender as contemplated in subsection Section 2.19 or cancel its Revolving Commitment as contemplated in Section 2.20, provided, however, that no Default has occurred and is continuing on the effective date of such replacement or cancellation, as the case may be. 2.18.5 If, within one (a1) above, notified year of the date on which the Extension Request is delivered to the Administrative Agent (which notice shall be irrevocable) that pursuant to Section 2.18.1, the Company still seeks an extension of the Revolving Period, then subject to the conditions set forth Borrowers have replaced all Dissenting Lenders as contemplated in Section 2.16(c)2.19 or cancelled their respective Revolving Commitments as contemplated in Section 2.20, then the Revolving Period shall be extended as to such Extending Lenders only hereinabove mentioned. 2.18.6 If, within one (and not as to any Declining Lender1) for a period year of 364 days, and the Commitments of any Declining Lenders shall terminate date on which the Extension Date (as theretofore in effect), and all Advances of such Declining Lenders shall be repaid to them on such date. If the Company so requests, each Extending Lender shall be given the opportunity at least seven days but not more than 15 days prior to such Extension Date, in each Extending Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Extending Lender's Commitment to the Administrative Agent in amounts such that the aggregate Commitments hereunder after giving effect to any such extension and increase in the Commitments shall not exceed the aggregate Commitments immediately prior to such Extension Date. If the Administrative Agent receives commitments to increase the Commitments from the Extending Lenders, which, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to such Extension Date, the Administrative Agent shall accept all such Commitments, (ii) are greater than the Commitments immediately prior to such Extension Date, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder Request is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to such Extension Date, the Company may, at least two days but not more than seven days prior to such Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after such Extension Date shall not be greater than Commitments hereunder immediately prior to such Extension Date. (c) Each such accepted Eligible Assignee and each Increasing Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Increasing Commitment Lender, shall replace such Increasing Commitment Lender's signature page. Any such extension shall become effective upon the Extension Date then in effect, if the Company shall have delivered to the Administrative Agent pursuant to Section 2.18.1, the Borrowers have not replaced all Dissenting Lenders as contemplated in Section 2.19 or cancelled their respective Revolving Commitments as contemplated in Section 2.20, then the then current Revolving Period shall not be extended and each Lender, on or prior to such Extension Date, opinions of counsel to the Company substantially shall expire in the forms of Exhibit C- 3 and Exhibit C-4 attached hereto upon which each Lender and the Administrative Agent may rely, together accordance with any governmental order referred to therein attached thereto. Upon satisfaction of such condition and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make Advances to the Company (A) its terms unless subsequently extended in the case of each new Lender, equal to such Lender's ratable portion of the Advances outstanding immediately prior to such Extension Date and (B) in the case of each Increasing Commitment Lender, equal to of such Lender's ratable portion of the Advances (assuming that such Lender's Commitment consists of only the increased portion thereof) outstanding immediately prior to such Extension Date, in each case, without giving effect to any repayment of Advances to Declining Lenders made on such Extension Dateaccordance with this Section 2.18.

Appears in 1 contract

Samples: Credit Agreement (Cgi Group Inc)

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