Extension Option for Domestic Revolving Commitments. (i) The Parent Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (such notice being a “Domestic Revolving Extension Notice”) delivered no later than 60 days prior to the Domestic Maturity Date (the date of such notice, the “Domestic Revolving Notice Date”), request the Domestic Revolving Lenders to extend the then applicable Domestic Revolving Maturity Date for an additional year (the “Extended Domestic Revolving Maturity Date”). The Administrative Agent shall promptly transmit any Domestic Revolving Extension Notice to each Domestic Revolving Lender. Each Domestic Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then applicable Domestic Revolving Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date, and any such notice given by a Domestic Revolving Lender to the Administrative Agent, once given, shall be irrevocable as to such Domestic Revolving Lender. The Administrative Agent shall promptly notify the Parent Borrower of the notice of each Domestic Revolving Lender that it wishes to extend (each, a “Domestic Revolving Extension Acceptance Notice”). Any Domestic Revolving Lender which does not expressly notify the Administrative Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date that it wishes to so extend the then applicable Domestic Revolving Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Domestic Revolving Maturity Date. If all the Domestic Revolving Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Domestic Revolving Maturity Date, the Administrative Agent shall notify the Parent Borrower of such election by the Domestic Revolving Lenders no later than five Business Days after the date when Domestic Revolving Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Parent Borrower (the “Domestic Revolving Extension Date”), the Domestic Revolving Maturity Date shall be automatically and immediately so extended to the Extended Domestic Revolving Maturity Date. No extension of the Domestic Revolving Maturity Date will be permitted hereunder without the consent of all the Domestic Revolving Lenders (after giving effect to the replacement of any non-extending Domestic Revolving Lender pursuant to paragraph (iii) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent, the Parent Borrower removes from the Domestic Revolving Facility each Domestic Revolving Lender that has not so consented to the Extended Domestic Revolving Maturity Date, in which case the Domestic Revolving Commitments of each such removed Domestic Revolving Lender will be automatically terminated as of the then applicable Domestic Revolving Maturity Date (not giving effect to the proposed extension), and the aggregate Domestic Revolving Commitments shall be reduced by the amounts of the Domestic Revolving Commitments of such removed Domestic Revolving Lenders; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Domestic Revolving Commitment any such removed Domestic Revolving Lender, (A) the total Domestic Revolving Exposure of the Domestic Revolving Lenders does not exceed the total Domestic Revolving Commitments of all the extending Domestic Revolving Lenders, and (B) the Borrowers and the Administrative Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Domestic Revolving Facility with reduced Domestic Revolving Commitments reflecting the removal of such Domestic Revolving Lenders (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Domestic Revolving Lender shall have received payment of all amounts owing to such removed Domestic Revolving Lender with respect to its Domestic Revolving Commitment, including the repayment of an amount equal to the outstanding funded participations of all Financial LC Disbursements made by such removed Domestic Revolving Lender, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of a Domestic Revolving Extension Notice and upon the extension of the Domestic Revolving Maturity Date pursuant to this Section 2.1(c)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the Domestic Revolving Notice Date and the Domestic Revolving Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Domestic Revolving Maturity Date unless such Issuing Lender agrees in writing to issue Letters of Credit until the Extended Domestic Revolving Maturity Date.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Extension Option for Domestic Revolving Commitments. (i) The Parent Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (such Agent(such notice being a “Domestic Revolving Extension Notice”) delivered no later than 60 days prior to the Domestic Maturity Date (the date of such notice, the “Domestic Revolving Notice Date”), request the Domestic Revolving Lenders to extend the then applicable Domestic Revolving Maturity Date for an additional year (the “Extended Domestic Revolving Maturity Date”). The Administrative Agent shall promptly transmit any Domestic Revolving Extension Notice to each Domestic Revolving Lender. Each Domestic Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then applicable Domestic Revolving Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date, and any such notice given by a Domestic Revolving Lender to the Administrative Agent, once given, shall be irrevocable as to such Domestic Revolving Lender. The Administrative Agent shall promptly notify the Parent Borrower of the notice of each Domestic Revolving Lender that it wishes to extend (each, a an “Domestic Revolving Extension Acceptance Notice”). Any Domestic Revolving Lender which does not expressly notify the Administrative Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date that it wishes to so extend the then applicable Domestic Revolving Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Domestic Revolving Maturity Date. If all the Domestic Revolving Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Domestic Revolving Maturity Date, the Administrative Agent shall notify the Parent Borrower of such election by the Domestic Revolving Lenders no later than five Business Days after the date when Domestic Revolving Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Parent Borrower (the “Domestic Revolving Extension Date”), the Domestic Revolving Maturity Date shall be automatically and immediately so extended to the Extended Domestic Revolving Maturity Date. No extension of the Domestic Revolving Maturity Date will be permitted hereunder without the consent of all the Domestic Revolving Lenders (after giving effect to the replacement of any non-extending Domestic Revolving Lender pursuant to paragraph (iii) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent, the Parent Borrower removes from the Domestic Revolving Facility each Domestic Revolving Lender that has not so consented to the Extended Domestic Revolving Maturity Date, in which case the Domestic Revolving Commitments of each such removed Domestic Revolving Lender will be automatically terminated as of the then applicable Domestic Revolving Maturity Date (not giving effect to the proposed extension), and the aggregate Domestic Revolving Commitments shall be reduced by the amounts of the Domestic Revolving Commitments of such removed Domestic Revolving Lenders; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Domestic Revolving Commitment any such removed Domestic Revolving Lender, (A) the total Domestic Revolving Exposure of the Domestic Revolving Lenders does not exceed the total Domestic Revolving Commitments of all the extending Domestic Revolving Lenders, and (B) the Borrowers and the Administrative Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Domestic Revolving Facility with reduced Domestic Revolving Commitments reflecting the removal of such Domestic Revolving Lenders (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect the such changed Commitments) and (y) any such removed Domestic Revolving Lender shall have received payment of all amounts owing to such removed Domestic Revolving Lender with respect to its Domestic Revolving Commitment, including the repayment of an amount equal to the outstanding funded participations of all Financial LC Disbursements made by such removed Domestic Revolving Lender, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of a Domestic Revolving Extension Notice and upon the extension of the Domestic Revolving Maturity Date pursuant to this Section 2.1(c)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the Domestic Revolving Notice Date and the Domestic Revolving Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Domestic Revolving Maturity Date unless such Issuing Lender agrees in writing to issue Letters of Credit until the Extended Domestic Revolving Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Extension Option for Domestic Revolving Commitments. (i) The Parent Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (any such notice being a “Domestic Revolving Extension Notice”) delivered no later than 60 days prior to the ), request that each Domestic Maturity Date Revolving Lender extend (the date of any such noticeextension, the a “Domestic Revolving Notice DateCommitment Extension”), request ) the Domestic Revolving Lenders to extend the then applicable then-existing Domestic Revolving Maturity Date for an additional year applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the extended maturity date specified in such Domestic Revolving Extension Notice (any such extended maturity date, the “Extended Domestic Revolving Maturity Date”). Each Domestic Revolving Extension Notice delivered in connection with any requested Domestic Revolving Commitment Extension shall set forth the date on which such Domestic Revolving Commitment Extension is requested to become effective (such date, the “Domestic Revolving Extension Date”), which date shall be not less than 30 Business Days nor more than 60 Business Days after the date of the Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension. The Administrative Agent shall promptly transmit any Domestic Revolving Extension Notice to each Domestic Revolving Lender. Each Domestic Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then applicable then-existing Domestic Revolving Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date, and any such notice given by a Domestic Revolving Lender to the Administrative Agent, once given, shall be irrevocable as to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the applicable Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension, such notice to be provided by each Domestic Revolving Lender no later than 15 Business Days prior to the Domestic Revolving Extension Date for such Domestic Revolving Commitment Extension (such date, the “Domestic Revolving Lender Extension Response Date”). The Administrative Agent shall promptly notify the Parent Borrower of the notice identity of each Domestic Revolving Lender that it wishes has agreed to extend (each, a “the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the applicable Domestic Revolving Extension Acceptance Notice”)Notice for such Domestic Revolving Commitment Extension, and the amount of such Domestic Revolving Lender’s Domestic Revolving Commitment. Any Domestic Revolving Lender which does not expressly notify the Administrative Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Lender Extension Response Date for such Domestic Revolving Commitment Extension that it wishes to so extend the then applicable then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment shall be deemed to have rejected the Parent Borrower’s request for extension of such Domestic Revolving Maturity DateCommitment Extension. If all Effective as of the Domestic Revolving Lenders have elected (in their sole and absolute discretion) Extension Date for such Domestic Revolving Commitment Extension, with respect to so each Domestic Revolving Lender that has agreed to extend the then applicable Domestic Revolving Maturity Date, the Administrative Agent shall notify the Parent Borrower of such election by the Domestic Revolving Lenders no later than five Business Days after the date when Domestic Revolving Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Parent Borrower (the “Domestic Revolving Extension Date”), the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension, the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment shall be automatically and immediately so extended to the Extended Domestic Revolving Maturity Date. No extension of Date specified in the Domestic Revolving Maturity Date will be permitted hereunder without the consent of all the Domestic Revolving Lenders (after giving effect to the replacement of any non-extending Domestic Revolving Lender pursuant to paragraph (iii) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent, the Parent Borrower removes from the Domestic Revolving Facility each Domestic Revolving Lender that has not so consented to the Extended Domestic Revolving Maturity Date, in which case the Domestic Revolving Commitments of each such removed Domestic Revolving Lender will be automatically terminated as of the then applicable Domestic Revolving Maturity Date (not giving effect to the proposed extension), and the aggregate Domestic Revolving Commitments shall be reduced by the amounts of the Domestic Revolving Commitments of such removed Domestic Revolving Lenders; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Domestic Revolving Commitment any such removed Domestic Revolving Lender, (A) the total Domestic Revolving Exposure of the Domestic Revolving Lenders does not exceed the total Domestic Revolving Commitments of all the extending Domestic Revolving Lenders, and (B) the Borrowers and the Administrative Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Domestic Revolving Facility with reduced Domestic Revolving Commitments reflecting the removal of such Domestic Revolving Lenders (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Domestic Revolving Lender shall have received payment of all amounts owing to such removed Domestic Revolving Lender with respect to its Domestic Revolving Commitment, including the repayment of an amount equal to the outstanding funded participations of all Financial LC Disbursements made by such removed Domestic Revolving Lender, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of a Domestic Revolving Extension Notice and upon the extension of the for such Domestic Revolving Maturity Date pursuant to this Section 2.1(c)(i)Commitment Extension so long as, the Parent Borrower shall be deemed to have represented and warranted on and as of the Domestic Revolving Notice Extension Date and the for such Domestic Revolving Extension DateCommitment Extension, as the case may be, that no Default or Event of Default has occurred and is continuingexists or would result after giving effect to such Domestic Revolving Commitment Extension. Notwithstanding anything contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Domestic Revolving Maturity Date in effect as of the Third Amendment Effective Date, unless such Issuing Lender agrees in writing to issue Letters of Credit until the any Extended Domestic Revolving Maturity Date established after the Third Amendment Effective Date.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Extension Option for Domestic Revolving Commitments. (i) The Parent Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (any such notice being a “Domestic Revolving Extension Notice”) delivered no later than 60 days prior to the ), request that each Domestic Maturity Date Revolving Lender extend (the date of any such noticeextension, the a “Domestic Revolving Notice DateCommitment Extension”), request ) the Domestic Revolving Lenders to extend the then applicable then-existing Domestic Revolving Maturity Date for an additional year applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the extended maturity date specified in such Domestic Revolving Extension Notice (any such extended maturity date, the “Extended Domestic Revolving Maturity Date”). Each Domestic Revolving Extension Notice delivered in connection with any requested Domestic Revolving Commitment Extension shall set forth the date on which such Domestic Revolving Commitment Extension is requested to become effective (such date, the “Domestic Revolving Extension Date”), which date shall be not less than 30 Business Days nor more than 60 Business Days after the date of the Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension. The Administrative Agent shall promptly transmit any Domestic Revolving Extension Notice to each Domestic Revolving Lender. Each Domestic Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then applicable then-existing Domestic Revolving Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date, and any such notice given by a Domestic Revolving Lender to the Administrative Agent, once given, shall be irrevocable as to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the applicable Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension, such notice to be provided by each Domestic Revolving Lender no later than 15 Business Days prior to the Domestic Revolving Extension Date for such Domestic Revolving Commitment Extension (such date, the “Domestic Revolving Lender Extension Response Date”). The Administrative Agent shall promptly notify the Parent Borrower of the notice identity of each Domestic Revolving Lender that it wishes has agreed to extend (each, a “the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the applicable Domestic Revolving Extension Acceptance Notice”)Notice for such Domestic Revolving Commitment Extension, and the amount of such Domestic Revolving Lender’s Domestic Revolving Commitment. Any Domestic Revolving Lender which does not expressly notify the Administrative Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Lender Extension Response Date for such Domestic Revolving Commitment Extension that it wishes to so extend the then applicable then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment shall be deemed to have rejected the Parent Borrower’s request for extension of such Domestic Revolving Maturity DateCommitment Extension. If all Effective as of the Domestic Revolving Lenders have elected (in their sole and absolute discretion) Extension Date for such Domestic Revolving Commitment Extension, with respect to so each Domestic Revolving Lender that has agreed to extend the then applicable Domestic Revolving Maturity Date, the Administrative Agent shall notify the Parent Borrower of such election by the Domestic Revolving Lenders no later than five Business Days after the date when Domestic Revolving Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Parent Borrower (the “Domestic Revolving Extension Date”), the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment to the Extended Domestic Revolving Maturity Date specified in the Domestic Revolving Extension Notice for such Domestic Revolving Commitment Extension, the then-existing Domestic Revolving Maturity Date applicable to such Domestic Revolving Lender’s Domestic Revolving Commitment shall be automatically and immediately so extended to the Extended Domestic Revolving Maturity Date. No extension of Date specified in the Domestic Revolving Maturity Date will be permitted hereunder without the consent of all the Domestic Revolving Lenders (after giving effect to the replacement of any non-extending Domestic Revolving Lender pursuant to paragraph (iii) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent, the Parent Borrower removes from the Domestic Revolving Facility each Domestic Revolving Lender that has not so consented to the Extended Domestic Revolving Maturity Date, in which case the Domestic Revolving Commitments of each such removed Domestic Revolving Lender will be automatically terminated as of the then applicable Domestic Revolving Maturity Date (not giving effect to the proposed extension), and the aggregate Domestic Revolving Commitments shall be reduced by the amounts of the Domestic Revolving Commitments of such removed Domestic Revolving Lenders; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Domestic Revolving Commitment any such removed Domestic Revolving Lender, (A) the total Domestic Revolving Exposure of the Domestic Revolving Lenders does not exceed the total Domestic Revolving Commitments of all the extending Domestic Revolving Lenders, and (B) the Borrowers and the Administrative Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Domestic Revolving Facility with reduced Domestic Revolving Commitments reflecting the removal of such Domestic Revolving Lenders (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Domestic Revolving Lender shall have received payment of all amounts owing to such removed Domestic Revolving Lender with respect to its Domestic Revolving Commitment, including the repayment of an amount equal to the outstanding funded participations of all Financial LC Disbursements made by such removed Domestic Revolving Lender, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of a Domestic Revolving Extension Notice and upon the extension of the for such Domestic Revolving Maturity Date pursuant to this Section 2.1(c)(i)Commitment Extension so long as, the Parent Borrower shall be deemed to have represented and warranted on and as of the Domestic Revolving Notice Extension Date and the for such Domestic Revolving Extension DateCommitment Extension, as the case may be, that no Default or Event of Default has occurred and is continuingexists or would result after giving effect to such Domestic Revolving Commitment Extension. Notwithstanding anything contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Domestic Revolving Maturity Date in effect as of the Second Amendment Effective Date, unless such Issuing Lender agrees in writing to issue Letters of Credit until the any Extended Domestic Revolving Maturity Date established after the Second Amendment Effective Date.
Appears in 1 contract
Samples: Collateral Agreement (SPX Corp)
Extension Option for Domestic Revolving Commitments. (i) The Parent Borrower may from time to time during the term of this Agreement, by written notice to the Administrative Agent (such notice being a “Domestic Revolving Extension Notice”) delivered no later than 60 days prior to the Domestic Maturity Date (the date of such notice, the “Domestic Revolving Notice Date”), request the Domestic Revolving Lenders to extend the then applicable Domestic Revolving Maturity Date for an additional year (the “Extended Domestic Revolving Maturity Date”). The Administrative Agent shall promptly transmit any Domestic Revolving Extension Notice to each Domestic Revolving Lender. Each Domestic Revolving Lender shall notify the Administrative Agent whether it wishes to extend the then applicable Domestic Revolving Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date, and any such notice given by a Domestic Revolving Lender to the Administrative Agent, once given, shall be irrevocable as to such Domestic Revolving Lender. The Administrative Agent shall promptly notify the Parent Borrower of the notice of each Domestic Revolving Lender that it wishes to extend (each, a “Domestic Revolving Extension Acceptance Notice”). Any Domestic Revolving Lender which does not expressly notify the Administrative Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Domestic Revolving Maturity Date that it wishes to so extend the then applicable Domestic Revolving Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Domestic Revolving Maturity Date. If all the Domestic Revolving Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Domestic Revolving Maturity Date, the Administrative Agent shall notify the Parent Borrower of such election by the Domestic Revolving Lenders no later than five Business Days after the date when Domestic Revolving Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Parent Borrower (the “Domestic Revolving Extension Date”), the Domestic Revolving Maturity Date shall be automatically and immediately so extended to the Extended Domestic Revolving Maturity Date. No extension of the Domestic Revolving Maturity Date will be permitted hereunder without the consent of all the Domestic Revolving Lenders (after giving effect to the replacement of any non-extending Domestic Revolving Lender pursuant to paragraph (iii) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent, the Parent Borrower removes from the Domestic Revolving Facility each Domestic Revolving Lender that has not so consented to the Extended Domestic Revolving Maturity Date, in which case the Domestic Revolving Commitments of each such removed Domestic Revolving Lender will be automatically terminated as of the then applicable Domestic Revolving Maturity Date (not giving effect to the proposed extension), and the aggregate Domestic Revolving Commitments shall be reduced by the amounts of the Domestic Revolving Commitments of such removed Domestic Revolving Lenders; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Domestic Revolving Commitment any such removed Domestic Revolving Lender, (A) the total Domestic Revolving Exposure of the Domestic Revolving Lenders does not exceed the total Domestic Revolving Commitments of all the extending Domestic Revolving Lenders, and (B) the Borrowers and the Administrative Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Domestic Revolving Facility with reduced Domestic Revolving Commitments reflecting the removal of such Domestic Revolving Lenders (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Domestic Revolving Lender shall have received payment of all amounts owing to such removed Domestic Revolving Lender with respect to its Domestic Revolving Commitment, including the repayment of an amount equal to the outstanding funded participations of all Financial LC Disbursements made by such removed Domestic Revolving Lender, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of a Domestic Revolving Extension Notice and upon the extension of the Domestic Revolving Maturity Date pursuant to this Section 2.1(c)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the Domestic Revolving Notice Date and the Domestic Revolving Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Issuing Lender shall have any obligation to issue Letters of Credit beyond the Domestic Revolving Maturity Date unless such Issuing Lender agrees in writing to issue Letters of Credit until the Extended Domestic Revolving Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
