Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans. (i) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Documents. (ii) Pursuant to Sections 2.19(b) and 10.6 of the Credit Agreement, on the Amendment Effective Date, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Documents in respect thereof, to Xxxxx Fargo, as assignee, and, in the case of its Revolving Loans and Participation Interests, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx Fargo) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the Company), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b) and 10.6 of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender (iii) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests (in the case of the Revolving Loans and Participation Interests, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests (in the case of the Revolving Loans and Participation Interests, at a purchase price equal to par)). (iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date. (v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b) and 10.6 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Samples: Credit Agreement (Itron, Inc.)
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (Ai) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (Bii) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(iib) Pursuant to Sections 2.19(b2.20(b), 2.25(a), 9.02(b) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective Date, (Ai) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements and (Bii) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 2.15 or 2.16 2.17 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan Chase Bank, N.A. (“JPMorgan”), as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (iib) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.20(b), 2.25(a), 9.02(b) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower, any other Loan Party or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.
(iiic) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (Ai) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo the portion of JPMorgan such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests (participations in the case of the Revolving Loans and Participation Interests, LC Disbursements at a purchase price equal to par)) and (Bii) each New Revolving Lender, if any, set forth on Schedule I II hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests (participations in the case of the Revolving Loans and Participation Interests, LC Disbursements at a purchase price equal to par)).
(ivd) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii3(c) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(ve) The transactions described in this Section 2(a) 3 will be deemed to satisfy the requirements of Sections 2.19(b2.20(b), 9.02(b) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(iiSections 3(b) and 3(c) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(ii) Pursuant to Sections 2.19(b2.18(b), 2.21(c), 9.02(c) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan, as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”), and (C) each Existing Revolving Lender that has elected (as disclosed to the Administrative Agent prior to the date hereof) to allocate all or a portion of the aggregate principal amount of the Revolving Commitments as of the Amendment Effective Date of such Existing Revolving Lender immediately prior to the Amendment Effective Date to an Affiliate of such Existing Revolving Lender shall be deemed to have assigned, delegated and transferred all or such portion of its Revolving Commitments (together with a proportionate principal amount of the Revolving Loans and participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Loan Documents in respect thereof, to such Affiliate, as assignee, at the Revolving Loan Purchase Price and such Affiliate shall be deemed to be a Consenting Revolving Lender for all purposes hereunder and under the Loan Documents. Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.18(b), 2.21(c), 2.21(e), 9.02(c) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender (other than, if applicable and subject to Section 2(b)(ii), in its capacity as a Term Lender).
(iii) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)).
(iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b2.18(b), 9.02(c) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(ii) Pursuant to Sections 2.19(b2.18(b), 2.21(c), 9.02(c) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan, as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.18(b), 2.21(c), 2.21(e), 9.02(c) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.
(iii) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)).
(iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b2.18(b), 9.02(c) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(ii) Pursuant to Sections 2.19(b2.18(b), 2.21(c) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements, and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan, as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.18(b), 2.21(c), 2.21(e) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.
(iii) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)).
(iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b2.18(b) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(ii) Pursuant to Sections 2.19(b2.18(b), 2.21(c), 9.02(c) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements, and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan, as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.18(b), 2.21(c), 2.21(e), 9.02(c) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.
(iii) Subject to the terms and conditions set forth herein, on the Amendment Effective DateDate and prior to giving effect to the Increase, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)).
(iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b2.18(b), 9.02(c) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
Appears in 1 contract
Maturity Date Extension. (a) Concerning the Revolving Lenders, the Revolving Commitments and the Revolving Loans.
(i) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (A) each New Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (B) each New Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Loan Documents.
(ii) Pursuant to Sections 2.19(b2.18(b), 2.21(c), 9.02(c) and 10.6 9.04(b) of the Credit Agreement, on the Amendment Effective Date, (A) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests participations in LC Disbursements and (B) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Loan Documents in respect thereof, to Xxxxx FargoJPMorgan, as assignee, and, in the case of its Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (1) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to this paragraph (ii) (which shall be paid by Xxxxx FargoJPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the CompanyBorrower), and (2) the satisfaction of the applicable conditions set forth in Sections 2.19(b2.18(b), 2.21(c), 2.21(e), 9.02(c) and 10.6 9.04(b) of the Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Company Borrower or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.
(iii) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (A) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I heretohereof), each such Consenting Revolving Lender agrees to assume from Xxxxx Fargo JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)) and (B) each New Revolving Lender, if any, set forth on Schedule I hereto agrees to assume from Xxxxx Fargo JPMorgan Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Revolving Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests participations in LC Disbursements (in the case of the Revolving Loans and Participation Interestsparticipations in LC Disbursements, at a purchase price equal to par)).
(iv) Each New Revolving Lender, if any, by delivering its signature page to this Amendment on the Amendment Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 2(a)(iii) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Amendment Effective Date.
(v) The transactions described in this Section 2(a) will be deemed to satisfy the requirements of Sections 2.19(b2.18(b), 9.02(c) and 10.6 9.04 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests participations in LC Disbursements so assigned, delegated and transferred pursuant to Section 2(a)(ii) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.
(vi) Immediately after giving effect to the consummation of the transactions described in this Section 2(a), the aggregate amount of the Revolving Commitments of each Consenting Revolving Lender and each New Revolving Lender is set forth opposite such Lender’s name on Schedule I hereto.
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