Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 days after receipt) notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (d)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 days and not more than 60 days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 days after ~~receipt)~~ receipt notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 Business Days after the date on which the Agent shall have received the Borrower’s 's request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (~~d)(i~~c)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s 's Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (dc)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (~~d)(ii~~c)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each remaining Lender an instrument, satisfactory to the ~~Borrower, the Agent~~ Borrower and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s 's obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new ~~Commitments~~ of one or more Eligible Assignees pursuant to ~~clause~~ (iii) above, the extension of the ~~Availability~~ Period as provided in this Section ~~2.08(d~~2.08(c) shall ~~not~~ have been approved by Lenders holding Commitments equal in the aggregate to 100% of the ~~Committed Amount~~Committed, then the Availability Period shall not be extended but ~~shall~~ continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section ~~2.08(d~~2.08(c), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “"Revolving Termination Date”", as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “"Revolving Termination Date”", as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving ~~Termination~~ Date in effect prior to such extension, each ~~Lender~~ who has, or has been deemed to have, elected not to ~~extend~~ the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Administrative Agent not less than 30 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Revolving Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Revolving Lender of such request, and each ~~Committed~~ Revolving Lender shall notify the Borrower and the Administrative Agent not more than 15 Business Days after the date on which the Administrative Agent shall have received the Borrower’s 's request (which date shall be set forth in the notice of such request given by the Administrative Agent) of its election so to extend (in such case, each a "REMAINING LENDER") or not extend the ~~Availability Period~~availability period for Revolving Loans; PROVIDED, that any Revolving Lender that is a national banking association shall not be required to notify the Borrower and the Administrative Agent of its election to so extend earlier than 30 days prior to the Maturity Date then in effect. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period~~availability period. (ii) If one or more ~~Committed~~ Lenders shall timely notify the Administrative Agent pursuant to ~~clause~~ CLAUSE (d)(i) of this ~~Section 2.08~~ SECTION 2.10 of its election not to extend the ~~Availability Period~~ availability period for Revolving Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Revolving Loans by virtue of having not timely notified the Administrative Agent of its election to extend such ~~Availability Period~~availability period, then the Administrative Agent shall so advise the Borrower and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than ~~the~~ 10 Business ~~Day~~ Days immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.availability period for

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Worthington Industries Inc)

Optional Extensions of Commitments. ~~(i)~~ If ~~the Borrower~~ Xxxxxxxxx shall request, by notice to the Administrative Agent not less than 30 45 days and not more than 60 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Lender of such request, and each ~~Committed~~ Lender shall notify ~~the Borrower~~ Xxxxxxxxx and the Administrative Agent not less than 30 days and not more than ~~15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of~~ 45 days prior to such ~~request given by the Agent)~~ Maturity Date of its election so to extend or not extend the ~~Availability Period~~availability period for Loans. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period. (ii)~~ availability period. If ~~one or more Committed~~ Lenders ~~shall~~ comprising the Required Lenders fail to timely notify the Administrative Agent pursuant to clause ~~(d)(i~~d(i) of this Section ~~2.08~~ 2.09 of ~~its~~ their election ~~not~~ to extend the ~~Availability Period~~ availability period for Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Loans by virtue of having not timely notified the Administrative Agent of ~~its~~ their election to extend such ~~Availability Period~~availability period, then the Maturity Date then in effect shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. If, and only if, Lenders compromising the Required Lenders (collectively, the "Remaining Lenders") shall timely notify the Administrative Agent pursuant to clause (d)(i) of this Section 2.09 of their election to extend the availability period for Loans, then the Administrative Agent shall so advise ~~the Borrower~~ Xxxxxxxxx and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than the Business Day immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Revolving Commitments of the ~~Committed~~ Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. Each Lender electing to increase its Revolving Commitment hereunder shall specify in its notice to the Administrative Agent the amount by which it is willing to increase its Revolving Commitment; provided that ~~if the aggregate~~ such amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s 's Revolving Commitment divided by (y) the aggregate Revolving Commitments of all the ~~remaining~~ Remaining Lenders (in each case determined before giving effect to any increase in the Revolving Commitments of the ~~remaining~~ Remaining Lenders pursuant to this subsection (de)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. Each increase in the Revolving Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Administrative Agent and shall take effect on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period. (iii)~~ availability period for Loans. If the aggregate Revolving Commitments of the Lenders shall exceed the aggregate amount by which the ~~remaining~~ Remaining Lenders have agreed to increase their Revolving Commitments pursuant to subsection (d)(ii) of this Section ~~2.08~~2.09, ~~the Borrower~~ Xxxxxxxxx may, with the approval of the Administrative Agent, designate one or more Eligible Assignees willing to extend Revolving Commitments until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans, execute and deliver to ~~the Borrower~~Xxxxxxxxx, the Administrative Agent and each Remaining Lender an instrument, satisfactory to ~~the Borrower, the Agent~~ Xxxxxxxxx and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Administrative Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Revolving Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Revolving Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a ~~Committed~~ Lender hereunder, on the ~~Revolving Termination~~ Maturity Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period. (iv)~~ availability period for Loans. The ~~Borrower~~ Borrowers shall deliver to each Eligible ~~Assignee (upon request of such Eligible~~ Assignee), on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans, a Note evidencing the ~~Borrower’s obligation~~ Borrowers' obligations to pay Loans made by such Eligible Assignee pursuant to this Agreement~~. (v) If, after giving effect to any increase in the Commitments of one~~ . If some or ~~more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension~~ all of the ~~Availability Period as provided in this Section 2.08(d) shall not have been approved by~~ Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the ~~Availability Period~~ availability period for Loans as provided in this Section ~~2.08(d~~2.09(d), then (A) the ~~Availability Period~~ availability period with respect to the Revolving Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect prior to such election and, as to such Lenders, the term ~~“Revolving Termination~~ "Maturity Date”", as used herein, shall mean such ~~364th day~~first anniversary; (B) the Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans shall continue in effect until the ~~Revolving Termination~~ Maturity Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term ~~“Revolving Termination~~ "Maturity Date”", as used herein, shall continue to mean such ~~Revolving Termination~~ Maturity Date; and (C) on the ~~Revolving Termination~~ Maturity Date in effect prior to such extension, each ~~Lender~~ of the Lenders who ~~has~~have, or ~~has~~ have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections ~~11.04~~ 10.04 and ~~11.05~~10.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans ~~made~~made or any other actions taken by such Lender while it was a Lender.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Carpenter Technology Corp)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 days after receipt) notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (d)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (dc)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each remaining Lender an instrument, satisfactory to the ~~Borrower, the Agent~~ Borrower and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section ~~2.08(d~~2.08(c) shall not have been approved by Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section ~~2.08(d~~2.08(c), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Administrative Agent not less than 30 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Revolving Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Revolving Lender of such request, and each ~~Committed~~ Revolving Lender shall notify the Borrower and the Administrative Agent not more than 15 Business Days after the date on which the Administrative Agent shall have received the Borrower’s 's request (which date shall be set forth in the notice of such request given by the Administrative Agent) of its election so to extend (in such case, each a "REMAINING LENDER") or not extend the ~~Availability Period~~availability period for Revolving Loans. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period~~availability period. (ii) If one or more ~~Committed~~ Lenders shall timely notify the Administrative Agent pursuant to ~~clause~~ CLAUSE (d)(i) of this ~~Section 2.08~~ SECTION 2.11 of its election not to extend the ~~Availability Period~~ availability period for Revolving Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Revolving Loans by virtue of having not timely notified the Administrative Agent of its election to extend such ~~Availability Period~~availability period, then the Administrative Agent shall so advise the Borrower and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than ~~the~~ 10 Business ~~Day~~ Days immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. Each Lender electing to increase its Revolving Commitment hereunder shall specify in its notice to the Administrative Agent the amount by which it is willing to increase its Revolving Commitment. Each increase in the Revolving Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such ~~Lender~~ Lender, the Administrative Agent and the ~~Agent~~ Borrower and shall take effect on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. (iii) If the aggregate Revolving Commitments of the Lenders prior to any adjustment under this SECTION 2.10 shall exceed the aggregate ~~amount by which~~ Revolving Commitments of the ~~remaining~~ Remaining Lenders that have agreed to increase their Revolving Commitments pursuant to ~~subsection~~ SUBSECTION (d)(ii) of this ~~Section 2.08~~SECTION 2.11, the Borrower may, with the approval of the Administrative Agent, such approval not to be unreasonably withheld, designate one or more Eligible Assignees willing to extend Revolving Commitments until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans, execute and deliver to the Borrower, the Administrative Agent and each Remaining Lender an instrument, satisfactory to the ~~Borrower, the Agent~~ Borrower and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Administrative Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Revolving Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Revolving Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a ~~Committed~~ Lender hereunder, on the ~~Revolving Termination~~ Maturity Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. (iv) The Borrower shall deliver to each Eligible Assignee ~~(upon request of such Eligible Assignee~~and each Lender who has increased its Revolving Commitment pursuant to SECTION 2.10(d)(ii), on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans, a Revolving Note evidencing the Borrower’s 's obligation to pay Revolving Loans made by such Eligible Assignee or such Lender pursuant to this Agreement. (v) ~~If, after giving effect to any increase in the Commitments of one~~ If some or ~~more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension~~ all of the ~~Availability Period as provided in this Section 2.08(d) shall not have been approved by~~ Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the ~~Availability Period~~ availability period for Revolving Loans as provided in this ~~Section 2.08(d~~SECTION 2.11(d), then (A) the ~~Availability Period~~ availability period with respect to the Revolving Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect prior to such election and, as to such Lenders, the term ~~“Revolving Termination~~ "Maturity Date”", as used herein, shall mean such ~~364th day~~first anniversary; (B) the Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans shall continue in effect until the ~~Revolving Termination~~ Maturity Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term ~~“Revolving Termination~~ "Maturity Date”", as used herein, shall continue to mean such Maturity Date and the Borrower shall repay all such Revolving ~~Termination Date~~Loans on such date; and (C) on the ~~Revolving Termination~~ Maturity Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans Lender shall cease to be a Lender hereunder upon payment in full of all Revolving Loans, accrued interest, fees, costs and expenses due to such Lender hereunder; ~~provided~~ PROVIDED, that the provisions of this Agreement (including, without limitation, the provisions of ~~Article~~ ARTICLE III and ~~Sections 11.04~~ SECTIONS 10.04 and ~~11.05~~10.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Lender while it was a Lender.

Appears in 1 contract

Samples: Revolving Credit Agreement (Worthington Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 days after receipt) notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (d)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period.Lenders (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Administrative Agent not less than 30 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Revolving Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Revolving Lender of such request, and each ~~Committed~~ Revolving Lender shall notify the Borrower and the Administrative Agent not more than 15 Business Days after the date on which the Administrative Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Administrative Agent) of its election so to extend (in such case, each a “Remaining Lender”) or not extend the ~~Availability Period~~availability period for Revolving Loans. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period~~availability period. (ii) If one or more ~~Committed~~ Lenders shall timely notify the Administrative Agent pursuant to clause (d)(i) of this Section ~~2.08~~ 2.11 of its election not to extend the ~~Availability Period~~ availability period for Revolving Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Revolving Loans by virtue of having not timely notified the Administrative Agent of its election to extend such ~~Availability Period~~availability period, then the Administrative Agent shall so advise the Borrower and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than ~~the~~ 10 Business ~~Day~~ Days immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. Each Lender electing to increase its Revolving Commitment hereunder shall specify in its notice to the Administrative Agent the amount by which it is willing to increase its Revolving Commitment. Each increase in the Revolving Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such ~~Lender~~ Lender, the Administrative Agent and the ~~Agent~~ Borrower and shall take effect on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. (iii) If the aggregate Revolving Commitments of the Lenders prior to any adjustment under this Section 2.10 shall exceed the aggregate ~~amount by which~~ Revolving Commitments of the ~~remaining~~ Remaining Lenders that have agreed to increase their Revolving Commitments pursuant to subsection (d)(ii) of this Section ~~2.08~~2.11, the Borrower may, with the approval of the Administrative Agent, such approval not to be unreasonably withheld, designate one or more Eligible Assignees willing to extend Revolving Commitments until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans, execute and deliver to the Borrower, the Administrative Agent and each Remaining Lender an instrument, satisfactory to the ~~Borrower, the Agent~~ Borrower and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Administrative Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Revolving Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Revolving Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a ~~Committed~~ Lender hereunder, on the ~~Revolving Termination~~ Maturity Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans. (iv) The Borrower shall deliver to each Eligible Assignee ~~(upon request of such Eligible Assignee~~and each Lender who has increased its Revolving Commitment pursuant to Section 2.10(d)(ii), on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Revolving Loans, a Revolving Note evidencing the Borrower’s obligation to pay Revolving Loans made by such Eligible Assignee or such Lender pursuant to this Agreement. (v) ~~If, after giving effect to any increase in the Commitments of one~~ If some or ~~more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension~~ all of the ~~Availability Period as provided in this Section 2.08(d) shall not have been approved by~~ Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the ~~Availability Period~~ availability period for Revolving Loans as provided in this Section ~~2.08(d~~2.11(d), then (A) the ~~Availability Period~~ availability period with respect to the Revolving Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect prior to such election and, as to such Lenders, the term “~~Revolving Termination~~ Maturity Date”, as used herein, shall mean such ~~364th day~~first anniversary; (B) the Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans shall continue in effect until the ~~Revolving Termination~~ Maturity Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “~~Revolving Termination~~ Maturity Date”, as used herein, shall continue to mean such Maturity Date and the Borrower shall repay all such Revolving ~~Termination Date~~Loans on such date; and (C) on the ~~Revolving Termination~~ Maturity Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Revolving Loans Lender shall cease to be a Lender hereunder upon payment in full of all Revolving Loans, accrued interest, fees, costs and expenses due to such Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections ~~11.04~~ 10.04 and ~~11.05~~10.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Lender while it was a Lender. (vi) If some or all of the Lenders shall have elected to extend the availability period for Revolving Loans as provided in this Section 2.11(d), the availability period for Swingline Loans shall, automatically without action on the part of the Borrower, continue until the date to which the Maturity Date has been extended, and the term “Swingline Termination Date”, as used herein, shall mean such date. The foregoing notwithstanding (i) in the event that the Swingline Lender is also a Lender who has not extended its Revolving Commitment hereunder, the Borrower’s right to so extend the Swingline Termination Date shall be subject to the appointment of a successor Swingline Lender hereunder; and (ii) to the extent the Swingline Lender’s Revolving Commitment has been reduced in connection with any such extension or there has been the appointment of a successor Swingline Lender whose Revolving Commitment is less than the Swingline Commitment existing immediately preceding such appointment, then the Swingline Termination Date may only be extended with respect to such lesser amount.

Appears in 1 contract

Samples: Revolving Credit Agreement (Worthington Industries Inc)

Optional Extensions of Commitments. (i) If ~~the Borrower~~ Cxxxxxxxx shall request, by notice to the Administrative Agent not less than 30 45 days and not more than 60 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Lender of such request, and each ~~Committed~~ Lender shall notify ~~the Borrower~~ Cxxxxxxxx and the Administrative Agent not less than 30 days and not more than ~~15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of~~ 45 days prior to such ~~request given by the Agent)~~ Maturity Date of its election so to extend or not extend the ~~Availability Period~~availability period for Loans. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period~~availability period. (iiA) If ~~one or more Committed~~ Lenders ~~shall~~ comprising the Required Lenders fail to timely notify the Administrative Agent pursuant to clause ~~(d)(i~~d(i) of this Section ~~2.08~~ 2.09 of ~~its~~ their election ~~not~~ to extend the ~~Availability Period~~ availability period for Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Loans by virtue of having not timely notified the Administrative Agent of ~~its~~ their election to extend such ~~Availability Period~~availability period, then the Maturity Date then in effect shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (B) If, and only if, Lenders compromising the Required Lenders (collectively, the “Remaining Lenders”) shall timely notify the Administrative Agent pursuant to clause (d)(i) of this Section 2.09 of their election to extend the availability period for Loans, then the Administrative Agent shall so advise ~~the Borrower~~ Cxxxxxxxx and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than the Business Day immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Revolving Commitments of the ~~Committed~~ Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. Each Lender electing to increase its Revolving Commitment hereunder shall specify in its notice to the Administrative Agent the amount by which it is willing to increase its Revolving Commitment; provided that ~~if the aggregate~~ such amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Revolving Commitment divided by (y) the aggregate Revolving Commitments of all the ~~remaining~~ Remaining Lenders (in each case determined before giving effect to any increase in the Revolving Commitments of the ~~remaining~~ Remaining Lenders pursuant to this subsection (de)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. Each increase in the Revolving Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Administrative Agent and shall take effect on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. (iii) If the aggregate Revolving Commitments of the Lenders shall exceed the aggregate amount by which the ~~remaining~~ Remaining Lenders have agreed to increase their Revolving Commitments pursuant to subsection (d)(ii) of this Section ~~2.08~~2.09, ~~the Borrower~~ Cxxxxxxxx may, with the approval of the Administrative Agent, designate one or more Eligible Assignees willing to extend Revolving Commitments until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans, execute and deliver to ~~the Borrower~~Cxxxxxxxx, the Administrative Agent and each Remaining Lender an instrument, satisfactory to ~~the Borrower, the Agent~~ Cxxxxxxxx and the ~~Lenders who have, or have been deemed to have, elected not to extend the Availability Period~~Administrative Agent, setting forth the amount of ~~such Eligible Assignee’s~~ its Revolving Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon)become, and to perform all the obligations of, ~~such~~ a Lender hereunder. The Revolving Commitment of such Eligible Assignee ~~and the obligation to pay the purchase price for such Loans~~ shall become effective, and such Eligible Assignee shall become a ~~Committed~~ Lender hereunder, on the ~~Revolving Termination~~ Maturity Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans. (iv) The ~~Borrower~~ Borrowers shall deliver to each Eligible ~~Assignee (upon request of such Eligible~~ Assignee), on the ~~Revolving Termination~~ Maturity Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~availability period for Loans, a Note evidencing the ~~Borrower’s obligation~~ Borrowers’ obligations to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) ~~If, after giving effect to any increase in the Commitments of one~~ If some or ~~more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension~~ all of the ~~Availability Period as provided in this Section 2.08(d) shall not have been approved by~~ Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the ~~Availability Period~~ availability period for Loans as provided in this Section ~~2.08(d~~2.09(d), then (A) the ~~Availability Period~~ availability period with respect to the Revolving Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the ~~date which is 364 days after~~ first anniversary of the ~~Revolving Termination~~ Maturity Date in effect prior to such election and, as to such Lenders, the term “~~Revolving Termination~~ Maturity Date”, as used herein, shall mean such ~~364th day~~first anniversary; (B) the Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans shall continue in effect until the ~~Revolving Termination~~ Maturity Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “~~Revolving Termination~~ Maturity Date”, as used herein, shall continue to mean such ~~Revolving Termination~~ Maturity Date; and (C) on the ~~Revolving Termination~~ Maturity Date in effect prior to such extension, each ~~Lender~~ of the Lenders who ~~has~~have, or ~~has~~ have been deemed to have, elected not to extend the ~~Availability Period~~ availability period for Loans shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections ~~11.04~~ 10.04 and ~~11.05~~10.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans ~~made~~made or any other actions taken by such Lender while it was a Lender.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Carpenter Technology Corp)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Administrative Agent not less than 30 days prior to the ~~Revolving Termination~~ Maturity Date then in effect, that the ~~Availability Period~~ availability period for Revolving Loans be extended until the ~~date which is 364 days after~~ first anniversary of such ~~Revolving Termination~~ Maturity Date, then the Administrative Agent shall promptly ~~(but in no event later than 2 days after receipt)~~ notify each ~~Committed~~ Revolving Lender of such request, and each ~~Committed~~ Revolving Lender shall notify the Borrower and the Administrative Agent not more than 15 Business Days after the date on which the Administrative Agent shall have received the Borrower’s 's request (which date shall be set forth in the notice of such request given by the Administrative Agent) of its election so to extend (in such case, each a "Remaining Lender") or not extend the ~~Availability Period~~availability period for Revolving Loans. Any ~~Committed~~ Lender which shall not timely notify the Administrative Agent of such election shall be deemed to have elected not to extend such ~~Availability Period~~availability period. (ii) If one or more ~~Committed~~ Lenders shall timely notify the Administrative Agent pursuant to ~~clause~~ subsection (d)(i) of this Section ~~2.08~~ 2.11 of its election not to extend the ~~Availability Period~~ availability period for Revolving Loans or shall be deemed to have elected not to extend the ~~Availability Period~~ availability period for Revolving Loans by virtue of having not timely notified the Administrative Agent of its election to extend such ~~Availability Period~~availability period, then the Administrative Agent shall so advise the Borrower and the ~~remaining~~ Remaining Lenders, and the ~~remaining~~ Remaining Lenders ~~then maintaining a Commitment~~ or any of them shall have the right (but not the obligation), upon notice to the Administrative Agent not later than ~~the~~ 10 Business ~~Day~~ Days immediately preceding the applicable ~~Revolving Termination~~ Maturity Date, to increase their respective Revolving Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Revolving Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such Lender and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to 100% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.availability period for

Appears in 1 contract

Samples: Revolving Credit Agreement (Worthington Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 days after receipt) notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (d)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such ~~Lender~~ Xxxxxx and the Agent and shall take effect on the ~~Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period.~~747656567 17557858 70 Fifth Amended and Restated Warehouse Loan Agreement (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all ~~Aggregate~~ AggregateAggregated Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to ~~100~~100.00% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to ~~100~~100.00% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, ~~and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date;~~ 747656567 17557858 71 Fifth Amended and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.Restated Warehouse Loan Agreement

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Optional Extensions of Commitments. (i) If the Borrower shall request, by notice to the Agent not less than 30 thirty (30) days prior to the Revolving Termination Date then in effect, that the Availability Period be extended until the date which is 364 days after such Revolving Termination Date, then the Agent shall promptly (but in no event later than 2 two (2) days after receipt) notify each Committed Lender of such request, and each Committed Lender shall notify the Borrower and the Agent not more than 15 fifteen (15) Business Days after the date on which the Agent shall have received the Borrower’s request (which date shall be set forth in the notice of such request given by the Agent) of its election so to extend or not extend the Availability Period. Any Committed Lender which shall not timely notify the Agent of such election shall be deemed to have elected not to extend such Availability Period. (ii) If one or more Committed Lenders shall timely notify the Agent pursuant to clause (d)(i) of this Section 2.08 of its election not to extend the Availability Period or shall be deemed to have elected not to extend the Availability Period by virtue of having not timely notified the Agent of its election to extend such Availability Period, then the Agent shall so advise the Borrower and the remaining Lenders, and the remaining Lenders then maintaining a Commitment or any of them shall have the right (but not the obligation), upon notice to the Agent not later than the Business Day immediately preceding the applicable Revolving Termination Date, to increase their respective Commitments by an amount equal in the aggregate to the Commitments of the Committed Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each Lender electing to increase its Commitment hereunder shall specify in its notice to the Agent the amount by which it is willing to increase its Commitment; provided that if the aggregate amount of proposed increases by all remaining Lenders shall equal or exceed the aggregate Commitments of those Lenders who have, or have been deemed to have, elected not to extend the Availability Period, the amount of any increase in Commitments shall not exceed for any Lender the product of (A) the quotient of (x) such Lender’s Commitment divided by (y) the aggregate Commitments of all the remaining Lenders (in each case determined before giving effect to any increase in the Commitments of the remaining Lenders pursuant to this subsection (d)) multiplied by (B) the aggregate Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. Each increase in the Commitment of a Lender hereunder shall be evidenced by a written instrument executed by such ~~Lender~~ Xxxxxx and the Agent and shall take effect on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period.. 56 762040188 (iii) If the aggregate Commitments of the Lenders shall exceed the aggregate amount by which the remaining Lenders have agreed to increase their Commitments pursuant to subsection (d)(ii) of this Section 2.08, the Borrower may, with the approval of the Agent, designate one or more Eligible Assignees willing to extend Commitments until the date which is 364 days after the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period in an aggregate amount not greater than such excess. Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignee’s Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all ~~Aggregate~~ Aggregated Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. The Commitment of such Eligible Assignee and the obligation to pay the purchase price for such Loans shall become effective, and such Eligible Assignee shall become a Committed Lender hereunder, on the Revolving Termination Date then in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period. (iv) The Borrower shall deliver to each Eligible Assignee (upon request of such Eligible Assignee), on the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, a Note evidencing the Borrower’s obligation to pay Loans made by such Eligible Assignee pursuant to this Agreement. (v) If, after giving effect to any increase in the Commitments of one or more remaining Lenders pursuant to clause (ii) above and any assignments to or new Commitments of one or more Eligible Assignees pursuant to clause (iii) above, the extension of the Availability Period as provided in this Section 2.08(d) shall not have been approved by Lenders holding Commitments equal in the aggregate to ~~100~~100.00% of the Committed Amount, then the Availability Period shall not be extended but shall continue in effect until the Revolving Termination Date and shall then terminate. If Lenders holding Commitments equal in the aggregate to ~~100~~100.00% of the Committed Amount shall have elected to extend the Availability Period as provided in this Section 2.08(d), then (A) the Availability Period with respect to the Commitments of such Lenders and any which becomes a Lender hereunder shall continue until the date which is 364 days after the Revolving Termination Date in effect prior to such election and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall mean such 364th day; (B) the Commitments of the Lenders who have, or have been deemed to have, elected not to extend the Availability Period shall continue in effect until the Revolving Termination Date in effect prior to such extension and shall then terminate, and, as to such Lenders, the term “Revolving Termination Date”, as used herein, shall continue to mean such Revolving Termination Date; and (C) on the Revolving Termination Date in effect prior to such extension, each Lender who has, or has been deemed to have, elected not to extend the Availability Period shall cease to be a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 11.04 and 11.05) shall continue to govern the rights and obligations of such Lender with respect to any Loans made.

Appears in 1 contract

Samples: Warehouse Loan Agreement (Trinity Industries Inc)

Common use of Optional Extensions of Commitments Clause in Contracts