Common use of Extensions of the Commitments Clause in Contracts

Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to the Current Termination Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice. (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.

Appears in 18 contracts

Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp)

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Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to each anniversary of the Current Termination Date, Closing Date the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days one year after the Current Termination Date then in effect (or if such date of issuance of is not a Business Day, the Extension Confirmation Noticeimmediately preceding Business Day). (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination next anniversary of the Closing Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, shall specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks Banks, which date shall be one year after the Current Termination Date then in effect (or if such date is not a Business Day, the immediately preceding Business Day) (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.

Appears in 8 contracts

Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Inc)

Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to the Current Termination Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice. (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination DateRequest. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.

Appears in 4 contracts

Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Inc)

Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to the Current Termination Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice. (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination DateRequest. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.

Appears in 3 contracts

Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc)

Extensions of the Commitments. (au) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to each anniversary of the Current Termination Closing Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days one year after the Current Termination Date then in effect (or if such date of issuance of is not a Business Day, the Extension Confirmation Noticeimmediately preceding Business Day). (bv) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination next anniversary of the Closing Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (cw) Each Extension Confirmation Notice shall, if applicable, shall specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks Banks, which date shall be one year after the Current Termination Date then in effect (or if such date is not a Business Day, the immediately preceding Business Day) (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (dx) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.

Appears in 2 contracts

Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc)

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Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to each anniversary of the Current Termination Date, Closing Date the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days one year after the Current Termination Date then in effect (or if such date of issuance of is not a Business Day, the Extension Confirmation Noticeimmediately preceding Business Day). (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination next anniversary of the Closing Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, shall specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks Banks, which date shall be one year after the Current Termination Date then in effect (or if such date is not a Business Day, the immediately preceding Business Day) (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date. [Reserved].

Appears in 2 contracts

Samples: Credit Agreement (Caterpillar Financial Services Corp), Credit Agreement (Caterpillar Inc)

Extensions of the Commitments. (a) During the period from the date that is 60 days prior to the Current Termination Date to the date that is 32 days prior to the Current Termination Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Current Termination Date be extended. Each such Extension Request shall contemplate an extension of the Current Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice.. Caterpillar: Confidential Green (b) The Agent shall promptly advise each Bank, including each Local Currency Bank and each Japan Local Currency Bank, of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 31 days after the date of the Extension Request but no more than 45 days prior to the Current Termination Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If Banks having at least 50% of the Commitments at the time of the issuance of any Extension Request shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank; provided, however, that no such consent shall be granted in connection with (i) Local Currency Advances unless Local Currency Banks having at least 50% of the Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension and (ii) Japan Local Currency Advances unless Japan Local Currency Banks having at least 50% of the Japan Local Currency Commitments at the time of issuance of any Extension Request shall consent in writing to the requested extension. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Borrowers in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. (c) Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Current Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”). The Current Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Current Termination Date (the “Earlier Termination Date”). The Current Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Current Termination Date then in effect at which time the Current Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, after giving effect to any extension of the Current Termination Date at any time, exceed a period of 364 days. (d) If fewer than all of the Banks agree to any extension of the Current Termination Date that shall have become effective in accordance with this Section 2.16, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date, (ii) all Advances, Local Currency Advances, if applicable, Japan Local Currency Advances, if applicable, and all other obligations, of the Borrower to the Banks hereunder shall be repaid in full on the Earlier Termination Date (whether from proceeds of Borrowings made on the Earlier Termination Date from the Banks having agreed to such extension or from other sources) and (iii) the Commitment, Local Currency Commitment or Japan Local Currency Commitment, as applicable, of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement. Such Bank shall also receive from the applicable Borrower all other amounts owing to it hereunder or in connection herewith on the Earlier Termination Date.. Caterpillar: Confidential Green

Appears in 1 contract

Samples: Credit Agreement (Caterpillar Inc)

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