Maturity Extension. (a) The Borrower may request that the Scheduled Maturity Date be extended until the Extended Maturity Date by delivering to the Facility Agent a written letter substantially in the form attached as Schedule 6 (Form of Extension Request Letter) (an “Extension Request Letter”) no later than 30 days prior to the Scheduled Maturity Date. (b) An Extension Request Letter shall be irrevocable once delivered to the Facility Agent. (c) Each Lender may individually elect to accept to extend the Scheduled Maturity Date (such Lender, the “Consenting Lender”) and the Facility Agent (on mutual unanimous consent between the Borrower and such Consenting Lenders and acting on the instructions of the Consenting Lenders) may agree to the Borrower’s request to extend the Scheduled Maturity Date by (i) completing the annex to that Extension Request Letter specifying for such purposes a fee to be proposed by the Borrower to the Consenting Lenders and (ii) countersigning the relevant Extension Request Letter (such countersigned Extension Request Letter, an “Extension Agreement”). (d) The Consenting Lenders shall have no obligation to extend the Scheduled Maturity Date until the receipt of the extension fee specified in the Extension Agreement. (e) If the Borrower delivers an Extension Request Letter within 30 days from the Scheduled Maturity Date, the Facility Agent may agree to the Borrower’s request to extend the Scheduled Maturity Date in its discretion (acting on the instructions of all Consenting Lenders). (f) The Borrower shall repay the participation of any Lender that is not a Consenting Lender together with all amounts payable to such Lender pursuant to Clause 7.5 (Restrictions) on the Scheduled Maturity Date.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Atlas Investissement), Facility Agreement (Atlas Investissement)
Maturity Extension. (a) The Borrower may request that the Scheduled Maturity Date be extended until the Extended Maturity Date by delivering to the Facility Agent a written letter substantially in the form attached as Schedule 6 (Form of Extension Request Letter) (an “Extension Request Letter”) no later than At least 30 days prior to, but not more than 90 days prior to, any anniversary of the Closing Date, the Borrower, by written notice to the Scheduled Maturity Administrative Agent, may request an extension of the Revolving Facility Termination Date to the date that is one year after the then existing Revolving Facility Termination Date (such existing Revolving Facility Termination Date, the “Existing Revolving Facility Termination Date”). The Administrative Agent shall promptly notify each Revolving Lender of such request, and each Revolving Lender shall, in turn, in its sole discretion, not later than 10 days after delivery of such notice by the Administrative Agent to the Revolving Lenders, notify the Administrative Agent in writing as to whether such Revolving Lender consents to such extension. If any Revolving Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of the Revolving Facility Termination Date not later than 10 days after the delivery of such notice by the Administrative Agent to the Revolving Lenders, such Revolving Lender shall be deemed to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of the consents received with respect to the Borrower’s request for an extension of the Revolving Facility Termination Date. The Revolving Facility Termination Date may be extended pursuant to this Section 2.17 on not more than one occasion during the term of this Agreement.
(b) An Extension Request Letter If Revolving Lenders constituting the Required Lenders consent in writing to any such request in accordance with Section 2.17(a), the Revolving Facility Termination Date shall be irrevocable once delivered extended to the date which is one year after the Existing Revolving Facility AgentTermination Date as to those Revolving Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any Non-Extending Lender; provided that no extension of the Revolving Facility Termination Date pursuant to this Section shall become effective unless the Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower, dated as of the effective date of such extension, certifying that (i) as of and on such date, no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties continue to be true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) as of such specified earlier date. To the extent that the Revolving Facility Termination Date is not extended as to any Non-Extending Lender pursuant to this Section 2.17 and the Commitment of such Non-Extending Lender is not assigned in accordance with Section 2.17(c) on or prior to the applicable Existing Revolving Facility Termination Date, (A) the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Revolving Facility Termination Date without any further notice or other action by the Borrower, such Lender or any other Person and (B) the principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on such Existing Revolving Facility Termination Date, and on such Existing Revolving Facility Termination Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 2.12 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, the Aggregate Credit Facility Exposure would not exceed the Total Revolving Commitment; provided that such Non-Extending Lender’s rights under Sections 3.01, 3.02, 3.03, 11.01 and 11.02, shall survive such Existing Revolving Facility Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Facility Termination Date.
(c) Each If, pursuant to Section 2.17(a), the Borrower requests an extension of the Revolving Facility Termination Date and Revolving Lenders constituting the Required Lenders consent to such request, then the Borrower may, at any time after the day that is 27 months prior to the Revolving Facility Termination Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.06), all its interests, rights and obligations under this Agreement to a willing assignee that shall assume such obligations (which assignee must be an Eligible Assignee and may individually elect be another Revolving Lender, if a Revolving Lender accepts such assignment) and will agree to accept to extend the Scheduled Maturity Date applicable request for extension; provided that (such i) unless the assignee is already a Revolving Lender, the “Consenting Lender”) Borrower shall have received the prior written consent of the Administrative Agent and the Facility Agent (on mutual unanimous LC Issuers and, so long as no Event of Default has occurred and is continuing, shall have provided its consent between the Borrower and to such Consenting Lenders and acting on the instructions of the Consenting Lenders) may agree to the Borrower’s request to extend the Scheduled Maturity Date by (i) completing the annex to that Extension Request Letter specifying for such purposes a fee to assignment, in each case, which consent shall not unreasonably be proposed by the Borrower to the Consenting Lenders and withheld, conditioned or delayed, (ii) countersigning such Non-Extending Lender shall have received payment of an amount equal to the relevant Extension Request Letter outstanding principal of its Loans and participations in LC Outstandings and Swing Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such countersigned Extension Request Letter, an “Extension Agreement”)outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) such assignment does not conflict with applicable law.
(d) The Consenting If Revolving Lenders constituting the Required Lenders consent in writing to a requested extension of the Revolving Facility Termination Date, not later than 15 days following the Borrower’s delivery of written notice pursuant to Section 2.17(a), the Administrative Agent shall so notify the Borrower, and the Existing Revolving Facility Termination Date then in effect shall, subject to the satisfaction of the conditions set forth in the proviso in the first sentence of Section 2.17(b), be extended for the additional one-year period as described in Section 2.17(b), and all references in the Loan Documents to the “Revolving Facility Termination Date” shall, solely with respect to the Revolving Commitments and Revolving Facility Exposure of each Extending Lender and each assignee pursuant to Section 2.17(c) for such extension, refer to the Revolving Facility Termination Date as so extended. Promptly following the applicable Existing Revolving Facility Termination Date, the Administrative Agent shall notify the Revolving Lenders (including each assignee pursuant to Section 2.17(c)) of such extension of the applicable Existing Revolving Facility Termination Date and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such assignee. Notwithstanding the foregoing, the Revolving Facility Availability Period and the Revolving Facility Termination Date (without taking into consideration any extension pursuant to this Section), as such terms are used in reference to any LC Issuer or any Letters of Credit issued by such LC Issuers or the Swing Line Lender or any Swing Loans made by the Swing Line Lender, may not be extended without the prior written consent of such LC Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any LC Issuer or the Swing Line Lender shall not have consented to any such extension, (i) such LC Issuer or the Swing Line Lender, as applicable, shall continue to have all the rights and obligations of an LC Issuer or the Swing Line Lender, as applicable, hereunder through the applicable Existing Revolving Facility Termination Date (or the Revolving Facility Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Loan, as applicable (but shall, in each case, continue to be entitled to the Scheduled Maturity Date until benefits of Sections 2.03, 2.04, 3.01, 11.01 and 11.02, as applicable, as to Letters of Credit or Swing Loans issued or made prior to such time, as applicable), and (ii) the receipt Borrower shall cause the LC Outstandings attributable to Letters of Credit issued by such LC Issuer and the credit exposure under the Swing Line Facility, as applicable, to be zero (or, in the case of LC Outstandings, Cash Collateralized or subject to a back-to-back letter of credit in form and substance reasonably satisfactory to the applicable LC Issuer) no later than the day on which such LC Outstandings or credit exposure under the Swing Line Facility, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension fee specified of the applicable Existing Revolving Facility Termination Date pursuant to this Section (and, in any event, no later than the Extension Agreement.
(e) If the Borrower delivers an Extension Request Letter within 30 days from the Scheduled Maturity applicable Existing Revolving Facility Termination Date, the Facility Agent may agree to the Borrower’s request to extend the Scheduled Maturity Date in its discretion (acting on the instructions of all Consenting Lenders)).
(f) The Borrower shall repay the participation of any Lender that is not a Consenting Lender together with all amounts payable to such Lender pursuant to Clause 7.5 (Restrictions) on the Scheduled Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Kona Grill Inc)
Maturity Extension. (a) The Borrower may request that the Scheduled Maturity Date be extended until the Extended Maturity Date by delivering to the Facility Agent a written letter substantially in the form attached as Schedule 6 (Form of Extension Request Letter) (an “Extension Request Letter”) no later than At least 30 days prior to, but not more than 90 days prior to, any anniversary of the Closing Date, the Borrower, by written notice to the Scheduled Maturity Administrative Agent, may request an extension of the Revolving Facility Termination Date to the date that is one year after the then existing Revolving Facility Termination Date (such existing Revolving Facility Termination Date, the “Existing Revolving Facility Termination Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not later than 10 days after delivery of such notice by the Administrative Agent to the Lenders, notify the Administrative Agent in writing as to whether such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of the Revolving Facility Termination Date not later than 10 days after the delivery of such notice by the Administrative Agent to the Lenders, such Lender shall be deemed to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of the consents received with respect to the Borrower’s request for an extension of the Revolving Facility Termination Date. The Revolving Facility Termination Date may be extended pursuant to this Section 2.17 on no more than two separate instances during the term of this Agreement.
(b) An Extension Request Letter If Lenders constituting the Required Lenders consent in writing to any such request in accordance with Section 2.17(a), the Revolving Facility Termination Date shall be irrevocable once delivered extended to the date which is one year after the Existing Revolving Facility AgentTermination Date as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any Non-Extending Lender; provided that no extension of the Revolving Facility Termination Date pursuant to this Section shall become effective unless the Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower, dated as of the effective date of such extension, certifying that (i) as of and on such date, no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties continue to be true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) as of such specified earlier date. To the extent that the Revolving Facility Termination Date is not extended as to any Non-Extending Lender pursuant to this Section 2.17 and the Commitment of such Non-Extending Lender is not assigned in accordance with Section 2.17(c) on or prior to the applicable Existing Revolving Facility Termination Date, (A) the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Revolving Facility Termination Date without any further notice or other action by the Borrower, such Lender or any other Person and (B) the principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on such Existing Revolving Facility Termination Date, and on such Existing Revolving Facility Termination Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 2.12 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, the Aggregate Credit Facility Exposure would not exceed the Total Credit Facility Amount; provided that such Non-Extending Lender’s rights under Sections 3.01, 3.02, 3.03, 11.01 and 11.02, shall survive such Existing Revolving Facility Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Facility Termination Date.
(c) Each If, pursuant to Section 2.17(a), the Borrower requests an extension of the Revolving Facility Termination Date and Lenders constituting the Required Lenders consent to such request, then the Borrower may, at any time after the day that is 27 months prior to the Revolving Facility Termination Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.06), all its interests, rights and obligations under this Agreement to a willing assignee that shall assume such obligations (which assignee must be an Eligible Assignee and may individually elect be another Lender, if a Lender accepts such assignment) and will agree to accept to extend the Scheduled Maturity Date applicable request for extension; provided that (such i) unless the assignee is already a Lender, the “Consenting Lender”) Borrower shall have received the prior written consent of the Administrative Agent and the Facility Agent (on mutual unanimous LC Issuers and, so long as no Event of Default has occurred and is continuing, shall have provided its consent between the Borrower and to such Consenting Lenders and acting on the instructions of the Consenting Lenders) may agree to the Borrower’s request to extend the Scheduled Maturity Date by (i) completing the annex to that Extension Request Letter specifying for such purposes a fee to assignment, in each case, which consent shall not unreasonably be proposed by the Borrower to the Consenting Lenders and withheld, conditioned or delayed, (ii) countersigning such Non-Extending Lender shall have received payment of an amount equal to the relevant Extension Request Letter outstanding principal of its Loans and participations in LC Outstandings and Swing Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such countersigned Extension Request Letter, an “Extension Agreement”)outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) such assignment does not conflict with applicable law.
(d) The Consenting If Lenders constituting the Required Lenders consent in writing to a requested extension of the Revolving Facility Termination Date, not later than 15 days following the Borrower’s delivery of written notice pursuant to Section 2.17(a), the Administrative Agent shall so notify the Borrower, and the Existing Revolving Facility Termination Date then in effect shall, subject to the satisfaction of the conditions set forth in the proviso in the first sentence of Section 2.17(b), be extended for the additional one-year period as described in Section 2.17(b), and all references in the Loan Documents to the “Revolving Facility Termination Date” shall, solely with respect to the Commitments and Credit Facility Exposure of each Extending Lender and each assignee pursuant to Section 2.17(c) for such extension, refer to the Revolving Facility Termination Date as so extended. Promptly following the applicable Existing Revolving Facility Termination Date, the Administrative Agent shall notify the Lenders (including each assignee pursuant to Section 2.17(c)) of such extension of the applicable Existing Revolving Facility Termination Date and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such assignee. Notwithstanding the foregoing, the Revolving Facility Availability Period and the Revolving Facility Termination Date (without taking into consideration any extension pursuant to this Section), as such terms are used in reference to any LC Issuer or any Letters of Credit issued by such LC Issuers or the Swing Line Lender or any Swing Loans made by the Swing Line Lender, may not be extended without the prior written consent of such LC Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any LC Issuer or the Swing Line Lender shall not have consented to any such extension, (i) such LC Issuer or the Swing Line Lender, as applicable, shall continue to have all the rights and obligations of an LC Issuer or the Swing Line Lender, as applicable, hereunder through the applicable Existing Revolving Facility Termination Date (or the Revolving Facility Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Loan, as applicable (but shall, in each case, continue to be entitled to the Scheduled Maturity Date until benefits of Sections 2.03, 2.04, 3.01, 11.01 and 11.02, as applicable, as to Letters of Credit or Swing Loans issued or made prior to such time, as applicable), and (ii) the receipt Borrower shall cause the LC Outstandings attributable to Letters of Credit issued by such LC Issuer and the credit exposure under the Swing Line Facility, as applicable, to be zero (or, in the case of LC Outstandings, Cash Collateralized or subject to a back-to-back letter of credit in form and substance reasonably satisfactory to the applicable LC Issuer) no later than the day on which such LC Outstandings or credit exposure under the Swing Line Facility, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension fee specified of the applicable Existing Revolving Facility Termination Date pursuant to this Section (and, in any event, no later than the Extension Agreement.
(e) If the Borrower delivers an Extension Request Letter within 30 days from the Scheduled Maturity applicable Existing Revolving Facility Termination Date, the Facility Agent may agree to the Borrower’s request to extend the Scheduled Maturity Date in its discretion (acting on the instructions of all Consenting Lenders)).
(f) The Borrower shall repay the participation of any Lender that is not a Consenting Lender together with all amounts payable to such Lender pursuant to Clause 7.5 (Restrictions) on the Scheduled Maturity Date.
Appears in 1 contract
Maturity Extension. (a) The Borrower may request that the Scheduled Maturity Date be extended until the Extended Maturity Date by delivering to the Facility Agent a written letter substantially in the form attached as Schedule 6 (Form of Extension Request Letter) (an “Extension Request Letter”) no later than At least 30 days prior to, but not more than 90 days prior to, any anniversary of the Closing Date, the Borrower, by written notice to the Scheduled Maturity Administrative Agent, may request an extension of the Revolving Facility Termination Date to the date that is one year after the then existing Revolving Facility Termination Date (such existing Revolving Facility Termination Date, the “Existing Revolving Facility Termination Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not later than 10 days after delivery of such notice by the Administrative Agent to the Lenders, notify the Administrative Agent in writing as to whether such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of the Revolving Facility Termination Date not later than 10 days after the delivery of such notice by the Administrative Agent to the Lenders, such Lender shall be deemed to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of the consents received with respect to the Borrower’s request for an extension of the Revolving Facility Termination Date. The Revolving Facility Termination Date may be extended pursuant to this Section 2.17 on not more than one occasion during the term of this Agreement.
(b) An Extension Request Letter If Lenders constituting the Required Lenders consent in writing to any such request in accordance with Section 2.17(a), the Revolving Facility Termination Date shall be irrevocable once delivered extended to the date which is one year after the Existing Revolving Facility AgentTermination Date as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any Non-Extending Lender; provided that no extension of the Revolving Facility Termination Date pursuant to this Section shall become effective unless the Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower, dated as of the effective date of such extension, certifying that (i) as of and on such date, no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) on and as of such date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties continue to be true and correct in all material respects (or in the case of any representation and warranty that is already subject to a materiality qualifier, true and correct) as of such specified earlier date. To the extent that the Revolving Facility Termination Date is not extended as to any Non-Extending Lender pursuant to this Section 2.17 and the Commitment of such Non-Extending Lender is not assigned in accordance with Section 2.17(c) on or prior to the applicable Existing Revolving Facility Termination Date, (A) the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Revolving Facility Termination Date without any further notice or other action by the Borrower, such Lender or any other Person and (B) the principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on such Existing Revolving Facility Termination Date, and on such Existing Revolving Facility Termination Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 2.12 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, the Aggregate Credit Facility Exposure would not exceed the Total Revolving Commitment; provided that such Non-Extending Lender’s rights under Sections 3.01, 3.02, 3.03, 11.01 and 11.02, shall survive such Existing Revolving Facility Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Facility Termination Date.
(c) Each If, pursuant to Section 2.17(a), the Borrower requests an extension of the Revolving Facility Termination Date and Lenders constituting the Required Lenders consent to such request, then the Borrower may, at any time after the day that is 27 months prior to the Revolving Facility Termination Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.06), all its interests, rights and obligations under this Agreement to a willing assignee that shall assume such obligations (which assignee must be an Eligible Assignee and may individually elect be another Lender, if a Lender accepts such assignment) and will agree to accept to extend the Scheduled Maturity Date applicable request for extension; provided that (such i) unless the assignee is already a Lender, the “Consenting Lender”) Borrower shall have received the prior written consent of the Administrative Agent and the Facility Agent (on mutual unanimous LC Issuers and, so long as no Event of Default has occurred and is continuing, shall have provided its consent between the Borrower and to such Consenting Lenders and acting on the instructions of the Consenting Lenders) may agree to the Borrower’s request to extend the Scheduled Maturity Date by (i) completing the annex to that Extension Request Letter specifying for such purposes a fee to assignment, in each case, which consent shall not unreasonably be proposed by the Borrower to the Consenting Lenders and withheld, conditioned or delayed, (ii) countersigning such Non-Extending Lender shall have received payment of an amount equal to the relevant Extension Request Letter outstanding principal of its Loans and participations in LC Outstandings and Swing Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such countersigned Extension Request Letter, an “Extension Agreement”)outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) such assignment does not conflict with applicable law.
(d) The Consenting If Lenders constituting the Required Lenders consent in writing to a requested extension of the Revolving Facility Termination Date, not later than 15 days following the Borrower’s delivery of written notice pursuant to Section 2.17(a), the Administrative Agent shall so notify the Borrower, and the Existing Revolving Facility Termination Date then in effect shall, subject to the satisfaction of the conditions set forth in the proviso in the first sentence of Section 2.17(b), be extended for the additional one-year period as described in Section 2.17(b), and all references in the Loan Documents to the “Revolving Facility Termination Date” shall, solely with respect to the Commitments and Credit Facility Exposure of each Extending Lender and each assignee pursuant to Section 2.17(c) for such extension, refer to the Revolving Facility Termination Date as so extended. Promptly following the applicable Existing Revolving Facility Termination Date, the Administrative Agent shall notify the Lenders (including each assignee pursuant to Section 2.17(c)) of such extension of the applicable Existing Revolving Facility Termination Date and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such assignee. Notwithstanding the foregoing, the Revolving Facility Availability Period and the Revolving Facility Termination Date (without taking into consideration any extension pursuant to this Section), as such terms are used in reference to any LC Issuer or any Letters of Credit issued by such LC Issuers or the Swing Line Lender or any Swing Loans made by the Swing Line Lender, may not be extended without the prior written consent of such LC Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any LC Issuer or the Swing Line Lender shall not have consented to any such extension, (i) such LC Issuer or the Swing Line Lender, as applicable, shall continue to have all the rights and obligations of an LC Issuer or the Swing Line Lender, as applicable, hereunder through the applicable Existing Revolving Facility Termination Date (or the Revolving Facility Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Loan, as applicable (but shall, in each case, continue to be entitled to the Scheduled Maturity Date until benefits of Sections 2.03, 2.04, 3.01, 11.01 and 11.02, as applicable, as to Letters of Credit or Swing Loans issued or made prior to such time, as applicable), and (ii) the receipt Borrower shall cause the LC Outstandings attributable to Letters of Credit issued by such LC Issuer and the credit exposure under the Swing Line Facility, as applicable, to be zero (or, in the case of LC Outstandings, Cash Collateralized or subject to a back-to-back letter of credit in form and substance reasonably satisfactory to the applicable LC Issuer) no later than the day on which such LC Outstandings or credit exposure under the Swing Line Facility, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension fee specified of the applicable Existing Revolving Facility Termination Date pursuant to this Section (and, in any event, no later than the Extension Agreement.
(e) If the Borrower delivers an Extension Request Letter within 30 days from the Scheduled Maturity applicable Existing Revolving Facility Termination Date, the Facility Agent may agree to the Borrower’s request to extend the Scheduled Maturity Date in its discretion (acting on the instructions of all Consenting Lenders)).
(f) The Borrower shall repay the participation of any Lender that is not a Consenting Lender together with all amounts payable to such Lender pursuant to Clause 7.5 (Restrictions) on the Scheduled Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Kona Grill Inc)
