Extension of the Scheduled Termination Date. Provided that no Event of Default exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Agent no more than sixty (60) days prior to the Scheduled Termination Date then in effect. The Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to the Agent) as of which the Agent, the Lenders and the Liquidity Banks must respond to the Extension Request (the “Response Date”). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify XX XXXX and the Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent no later than the Response Date, whereupon the Agent shall notify the Borrower within one (1) Business Day thereafter as to whether all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.
Appears in 2 contracts
Samples: Credit and Security Agreement (Packaging Corp of America), Credit and Security Agreement (Packaging Corp of America)
Extension of the Scheduled Termination Date. Provided that no Unmatured Amortization Event of Default or Amortization Event exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Administrative Agent no more than sixty (60) [90] days prior to the Scheduled Termination Date then in effect. The Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to the Administrative Agent) as of which the Administrative Agent, the Lenders and the Liquidity Banks must respond to the Extension Request (the “Response Date”"RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon Within three Business Days after receipt of an Extension Request, the Administrative Agent shall notify XX XXXX Blue Ridge and the Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Administrative Agent no later than the Response Date, whereupon the Administrative Agent shall notify the Borrower within one (1) Business Day thereafter as to whether all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Facility Termination Date, and the Administrative Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Facility Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.
Appears in 2 contracts
Samples: Credit and Security Agreement (Spherion Corp), Credit and Security Agreement (Spherion Corp)
Extension of the Scheduled Termination Date. Provided that no Event of Default exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Agent no more than sixty (60) 60 days prior to the Scheduled Termination Date then in effect. The Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the Agent) as of which the Agent, the Lenders and the Liquidity Banks must respond to the Extension Request (the “Response Date”"RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify XX XXXX Blue Ridge and the Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent no later than the Response Date, whereupon the Agent shall notify the Borrower within one (1) Business Day thereafter as to whether all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.
Appears in 1 contract
Samples: Credit and Security Agreement (Packaging Corp of America)
Extension of the Scheduled Termination Date. Provided that no Event of Default exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “"Extension Request”") to the Agent no more than sixty (60) 60 days prior to the Scheduled Termination Date then in effect. The Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to the Agent) as of which the Agent, the Lenders and the Liquidity Banks must respond to the Extension Request (the “"Response Date”"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify XX XXXX Blue Ridge and the Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent no later than the Response Date, whereupon the Agent shall notify the Borrower within one (1) Business Day thereafter as to whether all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.
Appears in 1 contract
Samples: Credit and Security Agreement (Precision Castparts Corp)
Extension of the Scheduled Termination Date. (i) Provided that no Unmatured Amortization Event of Default or Amortization Event exists and is continuing, the Borrower may request the Liquidity Bank(s) in each Group to extend by a calendar year their Scheduled Termination Date by submitting a request for such extension (each, an “Anniversary Extension Request”) to the Co-Agents at least 35 days and no more than 90 days prior to each anniversary of the Amendment Effectiveness Date. Each Anniversary Extension Request must specify the new Scheduled Termination Date that gives effect to the calendar year extension and the date as of which the Co-Agents and the applicable Liquidity Bank(s) must respond to the Anniversary Extension Request (the “Anniversary Response Date”). The Anniversary Response Date must be at least 30 days after the Anniversary Extension Request is delivered to the Co-Agents.
(ii) Promptly upon receipt of an Anniversary Extension Request, each Co-Agent shall notify its Constituent Lenders of the receipt thereof and shall request each applicable Liquidity Bank to approve such Anniversary Extension Request. Each applicable Liquidity Bank approving such Anniversary Extension Request shall deliver its written approval to its Co-Agent no later than the Anniversary Response Date, whereupon such Co-Agent shall notify the other Co-Agents(s) and Borrower within one Business Day thereafter as to which (if any) of such Co-Agent's applicable Constituent Liquidity Banks have approved such Anniversary Extension Request.
(iii) If any Liquidity Bank does not approve the Anniversary Extension Request, its Co-Agent shall promptly notify its Conduit, the other Co-Agent(s) and Borrower and the Anniversary Extension Request shall be deemed denied and the Scheduled Termination Date shall remain unchanged. If all applicable Liquidity Banks approve the Anniversary Extension Request by the Anniversary Response Date, the calendar year extension of the Scheduled Termination Date shall become effective on the Anniversary Response Date, and each of the Co-Agents shall promptly notify Borrower and the other Co-Agent(s) of the applicable Liquidity Banks' new Scheduled Termination Date.
(i) Provided that no Unmatured Amortization Event or Amortization Event exists and is continuing, Borrower may also request one or more Liquidity Bank(s) to extend its Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Agent Co-Agents no more than sixty (60) 90 days prior to the each Liquidity Bank's respective Scheduled Termination Date then in effect. The Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the AgentCo-Agents) as of which the Agent, the Lenders Co-Agents and the applicable Liquidity Banks Bank(s) must respond to the Extension Request (the “Response Date”). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. .
(ii) Promptly upon receipt of an Extension Request, the each Co-Agent shall notify XX XXXX and the Liquidity Banks its Constituent Lenders of the contents receipt thereof and shall request each such Person applicable Liquidity Bank to approve the such Extension Request. Each Lender and applicable Liquidity Bank approving the such Extension Request shall deliver its written approval to the its Co-Agent no later than the Response Date, whereupon the such Co-Agent shall notify the other Co-Agents(s) and Borrower within one (1) Business Day thereafter as to whether all which (if any) of the Lenders such Co-Agent's applicable Constituent Liquidity Banks have approved the such Extension Request. .
(iii) If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in any applicable Liquidity Bank does not approve the Extension Request (each such non-approving Liquidity Bank, a “Non-Approving Lender”), its Co-Agent shall promptly notify its Conduit, the other Co-Agent(s) and Borrower and the Borrower shall have the right to (x) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than such Non-Approving Lender's existing Scheduled Termination Date, or (y) to pay in full all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender's existing Scheduled Termination Date. Each assignment pursuant to clause (b)(iii)(x) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such exiting Scheduled Termination Date of all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; provided, that any amount which would be owing to such Non-Approving Lender pursuant to Section 4.3 hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders. If no assignment of a Non-Approving Lender's Commitment to an Eligible Assignee is executed pursuant to clause (b)(iii)(x) above by such Non-Approving Lender's existing Scheduled Termination Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If all Liquidity Banks approve an Extension Request by the Response Date, the Scheduled Termination Date specified in such Extension Request shall become effective on such Response Date as to the approving Liquidity Banks, and each of the Agent Co-Agents shall promptly notify the Borrower and the Lenders other Co-Agents of the applicable Liquidity Banks' new Scheduled Termination Date. If all .
(f) Section 2.1 of the Lenders do not unanimously agree to an Extension Request, Credit and Security Agreement is hereby deleted in its entirety and replaced with the Scheduled Termination Date shall remain unchanged.following:
Appears in 1 contract
Samples: Credit and Security Agreement (Boston Scientific Corp)
Extension of the Scheduled Termination Date. (i) Provided that no Unmatured Amortization Event of Default or Amortization Event exists and is continuing, the Borrower may request the Lenders in each Group to extend by a calendar year their Scheduled Termination Date by submitting a request for such extension (each, an “Anniversary Extension Request”) to the Co-Agents at least 35 days and no more than 90 days prior to each anniversary of the Effectiveness Date. Second Amended and Restated Credit and Security Agreement Each Anniversary Extension Request must specify the new Scheduled Termination Date that gives effect to the calendar year extension and the date as of which the Co-Agents (on behalf of their respective Constituent Lenders) must respond to the Anniversary Extension Request (the “Anniversary Response Date”). The Anniversary Response Date must be at least 30 days after the Anniversary Extension Request is delivered to the Co-Agents.
(ii) Promptly upon receipt of an Anniversary Extension Request, each Co-Agent shall notify its Constituent Lenders of the receipt thereof and shall request each applicable Lender to approve such Anniversary Extension Request. Each applicable Lender approving such Anniversary Extension Request shall deliver its written approval to its Co-Agent no later than the Anniversary Response Date, whereupon such Co-Agent shall notify the other Co-Agents(s) and Borrower within one Business Day thereafter as to which (if any) of such Co-Agent’s applicable Lenders have approved such Anniversary Extension Request.
(iii) If any Lender does not approve the Anniversary Extension Request, its Co-Agent shall promptly notify the other Co-Agent(s), if applicable, and Borrower, and the Anniversary Extension Request shall be deemed denied and the Scheduled Termination Date shall remain unchanged. If all applicable Lenders approve the Anniversary Extension Request by the Anniversary Response Date, the calendar year extension of the Scheduled Termination Date shall become effective on the Anniversary Response Date, and each of the Co-Agents shall promptly notify Borrower and the other Co-Agent(s), if any, of the applicable Lenders’ new Scheduled Termination Date.
(i) Provided that no Unmatured Amortization Event or Amortization Event exists and is continuing, Borrower may also request one or more Liquidity Bank(s) to extend its Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Agent Co-Agents no more than sixty (60) 90 days prior to the each Liquidity Bank’s respective Scheduled Termination Date then in effect. The Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the AgentCo-Agents) as of which the Agent, the Lenders Co-Agents and the applicable Liquidity Banks Bank(s) must respond to the Extension Request (the “Response Date”). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. .
(ii) Promptly upon receipt of an Extension Request, the each Co-Agent shall notify XX XXXX and the Liquidity Banks its Constituent Lenders of the contents receipt thereof and shall request each such Person applicable Liquidity Bank to approve the such Extension Request. Each Lender and applicable Liquidity Bank approving the such Extension Request shall deliver its written approval to the its Co-Agent no later than the Response Date, whereupon the such Co-Agent shall notify the other Co-Agents(s) and Borrower within one (1) Business Day thereafter as to whether all which (if any) of the Lenders such Co-Agent’s applicable Constituent Liquidity Banks have approved the such Extension Request. .
(iii) If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in any Liquidity Bank does not approve the Extension Request (each such non-approving Liquidity Bank, a “Non-Approving Lender”), the Co-Agent for such Lender shall promptly notify the Borrower and the other Co-Agent(s), and the Borrower shall have the right to (x) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than such Non-Approving Lender’s existing Scheduled Termination Date, Second Amended and Restated Credit and Security Agreement or (y) to pay in full all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender’s existing Scheduled Termination Date. Each assignment pursuant to clause (b)(iii)(x) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such exiting Scheduled Termination Date of all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; provided, that any amount which would be owing to such Non-Approving Lender pursuant to Section 4.3 hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders. If no assignment of a Non-Approving Lender’s Commitment to an Eligible Assignee is executed pursuant to clause (b)(iii)(x) above by such Non-Approving Lender’s existing Scheduled Termination Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If all Liquidity Banks approve an Extension Request by the Response Date, the Scheduled Termination Date specified in such Extension Request shall become effective on such Response Date as to the approving Liquidity Banks, and each of the Agent Co-Agents shall promptly notify the Borrower and and, if applicable, the Lenders other Co-Agents of the applicable Liquidity Banks’ new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.
Appears in 1 contract
Samples: Credit and Security Agreement (Boston Scientific Corp)
Extension of the Scheduled Termination Date. (a) Provided that no Unmatured Default or Event of Default exists and is continuing, the Borrower may request an extension of the one or more Liquidity Bank(s) to extend its Scheduled Termination Date by submitting a request for an extension (each, an “"Extension Request”") to the Agent Co-Agents no more than sixty (60) 210 days prior to the each such Liquidity Bank's respective Scheduled Termination Date then in effecteffect (it being understood that no such request may be made with respect to CLNY's Scheduled Termination Date more than 90 days prior to such Liquidity Bank's existing Scheduled Termination Date). The Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the AgentCo-Agents and, in the case of CLNY, not more than 60 days prior to their respective existing Scheduled Termination Dates) as of which the Agent, the Lenders and the applicable Liquidity Banks Bank(s) must respond to the Extension Request (the “"Response Date”"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the its existing Scheduled Termination Date in effect at the time the Extension Request is receivedDate, including the such existing Scheduled Termination Date as one of the days in the calculation of the days elapsed. , and the extension of the Scheduled Termination Date shall not become effective until the existing Scheduled Termination Date.
(b) Promptly upon receipt of an Extension Request, the Blue Ridge Agent shall notify XX XXXX and the Liquidity Banks Blue Ridge Group of the contents thereof and shall request each such Person applicable Blue Ridge Liquidity Bank to approve such Extension Request, and the Atlantic Agent shall notify the Atlantic Group of the contents thereof and shall request each applicable Atlantic Liquidity Bank to approve such Extension Request. Each Lender and applicable Liquidity Bank approving the such Extension Request shall deliver its written approval to the its Co-Agent no later than the Response Date, whereupon the such Co-Agent shall notify the other Co-Agents and the Borrower within one (1) Business Day thereafter as to whether all which (if any) of the Lenders such Co-Agent's applicable Constituent Liquidity Banks have approved the such Extension Request. Request subject to their receipt of their applicable Extension Fee.
(c) If all of the Lenders have approved any applicable Liquidity Bank does not approve the Extension Request, its Co-Agent shall promptly notify its Conduit, the Scheduled Termination Date specified in other Co-Agents and the Extension Request Borrower of such fact, and the Borrower shall become effective on have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to the applicable Non-Approving Group's existing Scheduled Termination Date, (ii) require the applicable Non-Approving Group to assign all, but not less than all, of its respective Commitments (as applicable) and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the Agent shall promptly notify the Borrower and the Lenders of the new 5th Business Day prior to such Non-Approving Group's existing Scheduled Termination Date. If , or (iii) to pay in full of all of the Lenders do not unanimously agree Obligations (if any) owing to an Extension Request, the Scheduled Termination Date shall remain unchanged.such Non-Approving Lender or such Non-Approving Group and terminate its Commitment(s) (as applicable) no later than such Non-Approving Group's existing Scheduled
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Extension of the Scheduled Termination Date. Provided that no Unmatured Default or Event of Default exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Administrative Agent no more than sixty (60) 210 days prior to the Scheduled Termination Date then in effect, together with a fully-earned and non-refundable fee of $5,000 (the "EXTENSION REQUEST FEE"). The Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Agent, the Lenders Administrative Agent and the Liquidity Banks must respond to the Extension Request (the “Response Date”"RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is receivedResponse Date, including the Scheduled Termination Response Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension RequestRequest and the Extension Request Fee, the Administrative Agent shall notify XX XXXX and the Liquidity Banks Lenders of the contents thereof and shall request each such Person Lender to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Administrative Agent no later than the Response Date, whereupon the Administrative Agent shall notify the Borrower within one (1) Business Day thereafter as to whether all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Termination such Response Date, and the Administrative Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders do any Liquidity Bank does not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchangednot be extended for such Liquidity Bank, and the Borrower shall have the right to require such Liquidity Bank to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into an assignment with one or more Eligible Assignees in accordance with the provisions of Section 12.1(c), to which the extended Scheduled Termination Date shall apply. Each such assignment to an Eligible Assignee shall become effective on the date set forth in the applicable assignment agreement, and subject to receipt of payment in full on such existing Scheduled Termination Date for all such Obligations, the non-extending Lender shall make such assignment. In the event that no Eligible Assignee is identified that is willing to accept an assignment of the Commitment and Obligations of a Liquidity Bank that does not agree to an Extension Request, such Liquidity Bank's Commitment will terminate on the existing Scheduled Termination Date and the Aggregate Commitment will be reduced by such amount on such date.
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)
Extension of the Scheduled Termination Date. Provided that no Event of Default exists and is continuing, the Borrower may request an extension of the Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Agent Co-Agents no more than sixty (60) 60 days prior to the Scheduled Termination Date then in effect. The Extension Request must specify the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the AgentCo-Agents) as of which the Agent, the Lenders Co-Agents and the Liquidity Banks their respective constituents must respond to the Extension Request (the “Response Date”"RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Blue Ridge Agent shall notify XX XXXX Blue Ridge and its Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request, and the Falcon Agent shall notify Falcon and its Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the its Co-Agent no later than the Response Date, whereupon the such Co-Agent shall notify the other Co-Agent and the Borrower within one (1) Business Day thereafter as to whether all of the Lenders such Co-Agent's constituents have approved the Extension Request. If all of the Lenders Blue Ridge Agent's constituents and all of the Falcon Agent's constituents have approved the Extension Request, the Scheduled Termination Date specified in the Extension Request shall become effective on the existing Scheduled Termination Date, and each of the Agent Co-Agents shall promptly notify the Borrower and the Lenders other Co-Agent of the new Scheduled Termination Date. If all of the Lenders either Co-Agent's constituents do not unanimously agree to an Extension Request, the Borrower shall have the right to require such constituents to assign all, but not less than all, of their Commitment (as applicable) and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to the existing Scheduled Termination Date shall remain unchanged.Date. Each such assignment to an Eligible Assignee (including, if agreed by the other Co-Agent's constituents, to such
Appears in 1 contract
Samples: Credit and Security Agreement (Interim Services Inc)
Extension of the Scheduled Termination Date. (a) Provided that no Unmatured Default or Event of Default exists and is continuing, the Borrower may request an extension of the one or more Liquidity Bank(s) to extend its Scheduled Termination Date by submitting a request for an extension (each, an “"Extension Request”") to the Agent Co-Agents no more than sixty (60) 210 days prior to the each such Liquidity Bank's respective Scheduled Termination Date then in effecteffect (it being understood that no such request may be made with respect to CLNY's Scheduled Termination Date more than 90 days prior to such Liquidity Bank's existing Scheduled Termination Date). The Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) and the date (which must be at least thirty (30) 30 days after the Extension Request is delivered to the AgentCo-Agents and, in the case of CLNY, not more than 60 days prior to their respective existing Scheduled Termination Dates) as of which the Agent, the Lenders and the applicable Liquidity Banks Bank(s) must respond to the Extension Request (the “"Response Date”"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the its existing Scheduled Termination Date in effect at the time the Extension Request is receivedDate, including the such existing Scheduled Termination Date as one of the days in the calculation of the days elapsed. , and the extension of the Scheduled Termination Date shall not become effective until the existing Scheduled Termination Date.
(b) Promptly upon receipt of an Extension Request, the Blue Ridge Agent shall notify XX XXXX and the Liquidity Banks Blue Ridge Group of the contents thereof and shall request each such Person applicable Blue Ridge Liquidity Bank to approve such Extension Request, the La Fayette Agent shall notify the La Fayette Group of the contents thereof and shall request each applicable La Fayette Liquidity Bank to approve such Extension Request, and the Jupiter Agent shall notify the Jupiter Group of the contents thereof and shall request each applicable Jupiter Liquidity Bank to approve such Extension Request. Each Lender and applicable Liquidity Bank approving the such Extension Request shall deliver its written approval to the its Co-Agent no later than the Response Date, whereupon the such Co-Agent shall notify the other Co-Agents and the Borrower within one (1) Business Day thereafter as to whether all which (if any) of the Lenders such Co-Agent's applicable Constituent Liquidity Banks have approved the such Extension Request. Request subject to their receipt of their applicable Extension Fee.
(c) If all of the Lenders have approved any applicable Liquidity Bank does not approve the Extension Request, its Co-Agent shall promptly notify its Conduit, the Scheduled Termination Date specified in other Co-Agents and the Extension Request Borrower of such fact, and the Borrower shall become effective on have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to such Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in full of all Obligations (if any) owing to such Non-Approving Lender and the Agent shall promptly notify the Borrower and the Lenders of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an Extension Request, the Scheduled Termination Date shall remain unchanged.terminate its Commitment no later than such Non-Approving Lender's
Appears in 1 contract
Samples: Credit and Security Agreement (Quest Diagnostics Inc)