Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date. (ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each anniversary of the Effective Date (such anniversary, the “Extension Date”) request, but on not more than two occasions during the term of the revolving credit facilities hereunder, that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each anniversary of the Effective Date, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request within (A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date. (B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Extending Lender shall terminate on the Current Termination Date applicable to such Non- Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower Borrowers may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each anniversary of the Effective Date (such anniversary, the “Extension Date”) request, but on not more than two occasions during the term of the revolving credit facilities hereunder, that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each anniversary of the Effective Date, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (iii)
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Extending Lender shall terminate on the Current Termination Date applicable to such Non- Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
Appears in 1 contract
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Termination Date; Optional Extensions. (i) (x) The 2026 Revolving Commitments shall terminate on the 2026 Termination Date and (y) the 2027 Revolving Commitments shall terminate on the 2027 Termination Date.
(ii) The Following the Amendment No. 1 Effective Date, the Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), not less than thirty (30) nor more than ninety (90) days prior to each anniversary of the Effective Date (such anniversary, the “Extension Date”) request, but on not more than two occasions during the term of the revolving credit facilities hereunder, that the applicable Lenders extend the 2026 Termination Date or 2027 Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the applicable Current Termination Date. Each applicable Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each anniversary of the Effective Date, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension with respect to its applicable Commitments (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(iii) (A) If (1) with respect to an extension of the 2026 Revolving Commitments, if Lenders holding 2026 Revolving Commitments that aggregate at least 51% of the aggregate 2026 Revolving Commitments of the 2026 Revolving Lenders on or prior to the Election Date shall not have agreed to extend the 2026 Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date and (2) with respect to an extension of the 2027 Revolving Commitments, if Lenders holding 2027 Revolving Commitments that aggregate at least 51% of the aggregate 2027 Revolving Commitments of the 2027 Revolving Lenders on or prior to the Election Date shall not have agreed to extend the 2027 Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
. (B) If (1) with respect to an extension of the 2026 Revolving Commitments, if (and only if) Lenders holding 2026 Revolving Commitments that aggregate at least 51% of the aggregate 2026 Revolving Commitments of the 2026 Revolving Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the 2026 Revolving Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date and (2) with respect to an extension of the 2027 Revolving Commitments, if (and only if) Lenders holding 2027 Revolving Commitments that aggregate at least 51% of the aggregate 2027 Revolving Commitments of the 2027 Revolving Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the 2027 Revolving Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Xxxxxx’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date shall become effective unless, on the applicable Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to authorize the extension of the applicable Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the applicable Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals attached thereto, dated the applicable Extension Date and executed by a Responsible Officer of the Borrower and (b) opinions of counsel for the Borrower, addressed to the Administrative Agent and each Lender, dated the applicable Extension Date, in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement
Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each anniversary of the Effective Date (such anniversary, the “Extension Date”) request, but on not more than two occasions during the term of the revolving credit facilities hereunder, that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each anniversary of the Effective Date, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinAdministrative
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Extending Lender shall terminate on the Current Termination Date applicable to such Non- Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
Appears in 1 contract
Samples: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each the first or second anniversary of the Effective Date date hereof (each such anniversary, the “Extension Date”) request), but on not more than two occasions during the term of the revolving credit facilities hereunderor at both times, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each the first or second annual anniversary of the Effective Datedate hereof, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date pursuant to this Section 2.08(d) shall become effective unless, on the Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to authorize the extension of the Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals attached thereto, dated the Extension Date and executed by a Responsible Officer of the Borrower and (b) opinions of counsel for the Borrower, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Termination Date; Optional Extensions. (i) (x) The 2026 Revolving Commitments shall terminate on the 2026 Termination Date and (y) the 2027 Revolving Commitments shall terminate on the 2027 Termination Date.
(ii) The Following the Amendment No. 1 Effective Date, the Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), not less than thirty (30) nor more than ninety (90) days prior to each anniversary of the Effective Date (such anniversary, the “Extension Date”) request, but on not more than two occasions during the term of the revolving credit facilities hereunder, that the applicable Lenders extend the 2026 Termination Date or 2027 Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the applicable Current Termination Date. Each applicable Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each anniversary of the Effective Date, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension with respect to its applicable Commitments (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(iii) (A) If (1) with respect to an extension of the 2026 Revolving Commitments, if Lenders holding 2026 Revolving Commitments that aggregate at least 51% of the aggregate 2026 Revolving Commitments of the 2026 Revolving Lenders on or prior to the Election Date shall not have agreed to extend the 2026 Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date and (2) with respect to an extension of the 2027 Revolving Commitments, if Lenders holding 2027 Revolving Commitments that aggregate at least 51% of the aggregate 2027 Revolving Commitments of the 2027 Revolving Lenders on or prior to the Election Date shall not have agreed to extend the 2027 Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
. (B) If (1) with respect to an extension of the 2026 Revolving Commitments, if (and only if) Lenders holding 2026 Revolving Commitments that aggregate at least 51% of the aggregate 2026 Revolving Commitments of the 2026 Revolving Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the 2026 Revolving Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date and (2) with respect to an extension of the 2027 Revolving Commitments, if (and only if) Lenders holding 2027 Revolving Commitments that aggregate at least 51% of the aggregate 2027 Revolving Commitments of the 2027 Revolving Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the 2027 Revolving Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date shall become effective unless, on the applicable Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to authorize the extension of the applicable Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the applicable Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals attached thereto, dated the applicable Extension Date and executed by a Responsible Officer of the Borrower and (b) opinions of counsel for the Borrower, addressed to the Administrative Agent and each Lender, dated the applicable Extension Date, in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement
Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each the first or second anniversary of the Effective Date date hereof (each such anniversary, the “Extension Date”) request), but on not more than two occasions during the term of the revolving credit facilities hereunderor at both times, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each the first or second annual anniversary of the Effective Datedate hereof, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date shall become effective unless, on the Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to authorize the extension of the Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals attached thereto, dated the Extension Date and executed by a Responsible Officer of the Borrower and (b) opinions of counsel for the Borrower, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each the first or second anniversary of the Effective Date date hereof (each such anniversary, the “Extension Date”) request), but on not more than two occasions during the term of the revolving credit facilities hereunderor at both times, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each the first or second annual anniversary of the Effective Datedate hereof, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date shall become effective unless, on the Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals required to authorize the extension of the Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals, if any, attached thereto, dated the Extension Date and executed by an Authorized Officer of the Borrower and (b) opinions of counsel for each of the Loan Parties, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent.
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Termination Date; Optional Extensions. (i) The Commitments shall terminate on the Termination Date.
(ii) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), not less than thirty (30) nor more than ninety (90) days prior to each the first or second anniversary of the Effective Date date hereof (each such anniversary, the “Extension Date”) request), but on not more than two occasions during the term of the revolving credit facilities hereunderor at both times, request that the Lenders extend the Termination Date then in effect (the “Current Termination Date”) so that it will occur up to one year after the Current Termination Date. Each Lender, acting in its sole discretion, may, by notice to the Administrative Agent given no later than fifteen (15) days prior to each the first or second annual anniversary of the Effective Datedate hereof, as applicable (the “Election Date”), advise the Administrative Agent in writing whether or not it agrees to such extension (each Lender to respond negatively to such request being referred to herein as a “Non-Extending Lender”); provided, that, any Lender not responding to such request withinwithin such time period shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(A) If Lenders holding Commitments that aggregate at least 51% of the aggregate Commitments of the Lenders on or prior to the Election Date shall not have agreed to extend the Termination Date, then the Current Termination Date shall not be so extended and the outstanding principal balance of all loans and other amounts payable hereunder shall be due and payable on the Current Termination Date.
(B) If (and only if) Lenders holding Commitments that aggregate at least 51% of the aggregate Revolving Commitments of the Lenders on or prior to the Election Date shall have agreed to extend the Current Termination Date, then the Termination Date applicable to the Lenders that are Extending Lenders shall, as of the Extension Date, be the day that is one year after the Current Termination Date. In the event of such extension, the Commitment of each Non- Non-Extending Lender shall terminate on the Current Termination Date applicable to such Non- Non-Extending Lender, all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Current Termination Date and the aggregate Commitments of the Lenders hereunder shall be reduced by the aggregate Commitments of Non-Extending Lenders so terminated on and after such Current Termination Date. Each Non-Extending Lender shall be required to maintain its original Commitment up to the Termination Date, or Current Termination Date, as applicable, to which such Non-Extending Lender had previously agreed.
(iv) In the event that the conditions of clause (B) of paragraph (iii) above have been satisfied, the Borrower shall have the right on or before the applicable Extension Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse or representation (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 9.06(c)) all its interests, rights and obligations under the Loan Documents (including with respect to any Letter of Credit Liabilities) to one or more Eligible Assignees (which may include any Lender) (each, an “Additional Commitment Lender”), provided, that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lenders (not to be unreasonably withheld), (y) such assignment shall become effective as of the applicable Extension Date and (z) the Additional Commitment Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Non-Extending Lender hereunder and all other amounts accrued for such Non-Extending Lender’s account or owed to it hereunder.
(v) Notwithstanding the foregoing, no extension of the Termination Date shall become effective unless, on the Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to the making of a Loan or issuance of a Letter of Credit being deemed to be references to the extension of the Commitments on the Extension Date), (ii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, TRA, VSCC and/or FERC approval required to authorize the extension of the Termination Date shall be in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the extension of the Termination Date and (iii) the Administrative Agent shall have received (a) a certificate to that effect, with any necessary governmental, regulatory or third party approvals attached thereto, dated the Extension Date and executed by a Responsible Officer of the Borrower and (b) opinions of counsel for the Borrower, addressed to the Administrative Agent and each Lender, dated the Extension Date, in form and substance satisfactory to the Administrative Agent.
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