Common use of Commitment Extension Clause in Contracts

Commitment Extension. The Company shall have the right to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at least 30 days (but not more than 60 days) prior to any anniversary of the Effective Date. Each such request shall be irrevocable and binding upon the Borrowers. The Agent shall promptly notify each Lender of any such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an "Extending Lender"), it will notify the Agent, in writing, of its decision to do so within 30 days after receipt of such notice from the Agent but in any event, no later than 15 days prior to the next anniversary of the Effective Date. The Commitment of any Lender that fails to accept the Company's request for extension of the Termination Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that (i) such assignment is otherwise in compliance with Section 9.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date specified by the Company and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one year.

Appears in 1 contract

Sources: Credit Agreement (Coca Cola Enterprises Inc)

Commitment Extension. The Company Borrower shall have the right in each year to make requests for request a one-year extensions extension of the Termination DateDate then in effect; any such request shall be received by the Agent at least 30 60 days (but not more than 60 75 days) prior to any each anniversary of the Effective Date. Each such Such request shall be irrevocable and binding upon the BorrowersBorrower. The Agent shall promptly notify each Lender of any such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an "Extending Lender"), it will notify the Agent, in writing, of its decision to do so within 30 days after receipt of such notice from the Agent but in any event, no later than 15 days prior to the next anniversary of the Effective Date. The Commitment of any Lender that fails to accept the CompanyBorrower's request for extension of the Termination Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company Borrower shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees assignees (reasonably acceptable to the Agent) that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending extending Lenders or Replacement Lenders, ; provided that (i) such assignment is otherwise in compliance with Section 9.078.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date specified by the Company Borrower and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one year.or

Appears in 1 contract

Sources: Credit Agreement (Sun Microsystems Inc)

Commitment Extension. The Company Lessee may request Lessor to extend the Commitment Termination Date for an additional period of six (6) months by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit G(1) (a "Commitment Extension Request"). Lessee shall have deliver the right Commitment Extension Request to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at least 30 days (but not more than 60 daysthree (3) prior to any anniversary of months and not less than two (2) months before the Effective original Commitment Termination Date. Each such request shall be irrevocable and binding upon the Borrowers. The Agent shall promptly notify deliver to Lessor and each Lender Participant three (3) copies of any such requesteach Commitment Extension Request received by Agent. If Lessor or a Lender agreesParticipant, in its individual sole and sole absolute discretion, consents to so extend its the Commitment Extension Request, such Person shall evidence such consent by executing and returning two (an "Extending Lender"), it will notify 2) copies of the Agent, in writing, of its decision Commitment Extension Request to do so within 30 days after receipt of such notice from the Agent but in any event, no not later than 15 days the last Business Day which is not less than fifteen (15) Business Days prior to the next anniversary original Commitment Termination Date. Any failure by Lessor or any Participant so to execute and return a Commitment Extension Request shall be deemed a denial thereof. If Lessee shall deliver a Commitment Extension Request to Lessor pursuant to the first sentence of this Subparagraph 2.09(a), then not later than ten (10) Business Days prior to the original Commitment Termination Date, Agent shall notify Lessee, Lessor and the Participants in writing whether (i) Agent has received a copy of the Effective Commitment Extension Request executed by Lessor and each Participant, in which case the definition of "Commitment Termination Date" set forth in Subparagraph 2.01(a) shall be deemed extended to the date which is six (6) months after the original Commitment Termination Date (subject to receipt by Agent of the Commitment Extension Fee), or (ii) Agent has not received a copy of the Commitment Extension Request executed by Lessor and each Participant, in which case such Commitment Extension Request shall be deemed denied. The Commitment of Lessee acknowledges that neither Lessor nor any Lender that fails Participant has promised (either expressly or implicitly), or has any obligation or commitment, to accept extend or consent to the Company's request for extension of the Commitment Termination Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that (i) such assignment is otherwise in compliance with Section 9.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) at any such assignment shall be effective on the date specified by the Company and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one yeartime.

Appears in 1 contract

Sources: Participation Agreement (Kla Tencor Corp)

Commitment Extension. The Company Lessee may request Lessor to extend the Outside Completion Date for an additional period of one (1), two (2), three (3), four (4), five (5) or six (6) months by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit F(1) (a "Commitment Extension Request"). Lessee shall have deliver the right Commitment Extension Request to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at least 30 days (but not more than 60 daysthree (3) prior to any anniversary of months and not less than two (2) months before the Effective original Outside Completion Date. Each such request shall be irrevocable and binding upon the Borrowers. The Agent shall promptly notify deliver to Lessor and each Lender Participant three (3) copies of any such requesteach Commitment Extension Request received by Agent. If Lessor or a Lender agreesParticipant, in its individual sole and sole absolute discretion, consents to so extend its the Commitment Extension Request, such Person shall evidence such consent by executing and returning two (an "Extending Lender"), it will notify 2) copies of the Agent, in writing, of its decision Commitment Extension Request to do so within 30 days after receipt of such notice from the Agent but in any event, no not later than 15 days the last Business Day which is not less than twelve (12) Business Days prior to the next anniversary original Outside Completion Date. Any failure by Lessor or any Participant so to execute and return a Commitment Extension Request shall be deemed a denial thereof. If Lessee shall deliver a Commitment Extension Request to Lessor pursuant to the first sentence of this 12 18 Subparagraph 2.09(a), then not later than ten (10) Business Days prior to the original Outside Completion Date, Agent shall notify Lessee, Lessor and the Participants in writing whether (i) Agent has received a copy of the Effective Commitment Extension Request executed by Lessor and each Participant, in which case the definition of "Outside Completion Date" set forth in Schedule 1.01 shall be deemed extended to the date which is the requested extension period after the original Outside Completion Date (subject to receipt by Agent of the Commitment Extension Fee), or (ii) Agent has not received a copy of the Commitment Extension Request executed by Lessor and each Participant, in which case such Commitment Extension Request shall be deemed denied. The Commitment of Lessee acknowledges that neither Lessor nor any Lender that fails Participant has promised (either expressly or implicitly), or has any obligation or commitment, to accept extend or consent to the Company's request for extension of the Termination Outside Completion Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that (i) such assignment is otherwise in compliance with Section 9.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) at any such assignment shall be effective on the date specified by the Company and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one yeartime.

Appears in 1 contract

Sources: Participation Agreement (Novellus Systems Inc)

Commitment Extension. The Company shall have the right to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at (a) At least 30 days (but not more than 60 days) prior to any the first and/or second anniversary of the Effective Restatement Date. Each , the Borrower, by notice to the Administrative Agent in the form attached hereto as Exhibit F (each a “Commitment Extension Notice”), request an extension of the Maturity Date in effect at such request shall be irrevocable and binding upon the Borrowerstime by one year (each a “Commitment Extension”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an "Extending Lender"), it will The Administrative Agent shall notify the Agent, in writing, of its decision to do so within 30 days after receipt of such notice from the Agent but in any event, no Borrower not later than 15 days prior to the next applicable anniversary date of the Effective decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year, subject to paragraph (e) below. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, each Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 9.03, 9.04, 9.05 and 10.3, and its obligations under Section 10.03(c), shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. The failure of a Lender to respond to a notice of such an extension of the Maturity Date will be deemed an election by such Lender not to participate therein. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.16, the Administrative Agent shall promptly so notify the Borrower. The Borrower may arrange for one or more Consenting Lenders or other third-party financial institutions as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender that fails to accept the Company's request for extension as a result of the Termination Date (a "Declining Lender") such substitution shall in no event be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all Declining Lenders' Commitments of such lesser amount; and secondprovided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to identify Eligible Assignees the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.04(b) for such assignment shall have been paid; provided further that agree such Non-Consenting Lender’s rights under Sections 9.03, 9.04, 9.05 and 10.3, and its obligations under Section 10.03(c), shall survive such substitution as to accept assignments matters occurring prior to the date of Commitments substitution. At least three Business Days prior to any Extension Date, ("Replacement Lenders"A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in an amount equal writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, amounts referred to in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that clauses (i) such assignment is otherwise in compliance with Section 9.07), (ii) such Declining Lender receives payment in full and (iii) of the principal amount of all Advances owing to immediately preceding sentence, each such Declining Consenting Lender or Assuming Lender, together with accrued interest thereon to as of the date of Extension Date, will be substituted for such payment of principal and all other amounts payable to such Declining Non-Consenting Lender under this Agreement and (iii) any such assignment shall be effective on a Lender for all purposes of this Agreement, without any further acknowledgment by or the date specified consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the Company provisions hereof, be released and agreed discharged. (d) If (after giving effect to by the applicable Extending any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide having Commitments in an aggregate amount equal to 100at least 50% of the aggregate amount Commitments shall have agreed to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to subsection (e) below, the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the Commitments outstanding immediately prior to extension of the Termination scheduled Maturity Date in effect at immediately prior thereto and shall thereupon record in the time Register the Company requests relevant information with respect to each such extensionConsenting Lender and each such Assuming Lender. (e) Notwithstanding the foregoing, no extension of the Termination Maturity Date pursuant to this Section 2.16 shall become effective unless on the Extension Date the conditions set forth in paragraphs (a) and (b) of Section 4.03 shall be extended satisfied or waived (with all references in such paragraphs to a Commitment Increase being deemed to be references to the Extension Date) and the Administrative Agent shall have received a certificate to that effect dated such Extension Date and executed by one yeara Responsible Officer.

Appears in 1 contract

Sources: Five Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC)

Commitment Extension. The Company Lessee may request Lessor to extend the Commitment Termination Date for an additional period of six (6) months by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit G(1) (a "Commitment Extension Request"). Lessee shall have deliver the right Commitment Extension Request to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at least 30 days (but not more than 60 daysthree (3) prior to any anniversary of months and not less than two (2) months before the Effective original Commitment Termination Date. Each such request shall be irrevocable and binding upon the Borrowers. The Agent shall promptly notify deliver to Lessor and each Lender Participant three (3) copies of any such requesteach Commitment Extension Request received by Agent. If Lessor or a Lender agreesParticipant, in its individual sole and sole absolute discretion, consents to so extend its the Commitment Extension Request, such Person shall evidence such consent by executing and returning two (an "Extending Lender"), it will notify 2) copies of the Agent, in writing, of its decision Commitment Extension Request to do so within 30 days after receipt of such notice from the Agent but in any event, no not later than 15 days the last Business Day which is not less than twelve (12) Business Days prior to the next anniversary original Commitment Termination Date. Any failure by Lessor or any Participant so to execute and return a Commitment Extension Request shall be deemed a denial thereof. If Lessee shall deliver a Commitment Extension Request to Lessor pursuant to the first sentence of this Subparagraph 2.09(a), then not later than ten (10) Business Days prior to the original Commitment Termination Date, Agent shall notify Lessee, Lessor and the Participants in writing whether (i) Agent has received a copy of the Effective Commitment Extension Request executed by Lessor and each Participant, in which case the definition of "Commitment Termination Date" set forth in Subparagraph 2.01(i) of this Agreement shall be deemed extended to the date which is six (6) months after the original Commitment Termination Date (subject to receipt by Agent of the Commitment Extension Fee), or (ii) Agent has not received a copy of the Commitment Extension Request executed by Lessor and each Participant, in which case such Commitment Extension Request shall be deemed denied. The Commitment of Lessee acknowledges that neither Lessor nor any Lender that fails Participant has promised (either expressly or implicitly), or has any obligation or commitment, to accept extend or consent to the Company's request for extension of the Commitment Termination Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that (i) such assignment is otherwise in compliance with Section 9.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) at any such assignment shall be effective on the date specified by the Company and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one yeartime.

Appears in 1 contract

Sources: Participation Agreement (Novellus Systems Inc)

Commitment Extension. The Company Lessee may request Lessor to extend the Outside Completion Date for an additional period of one (1), two (2), three (3), four (4), five (5) or six (6) months by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit F(1) (a "Commitment Extension Request"). Lessee shall have deliver the right Commitment Extension Request to make requests for one-year extensions of the Termination Date; any such request shall be received by the Agent at least 30 days (but not more than 60 daysthree (3) prior to any anniversary of months and not less than two (2) months before the Effective original Outside Completion Date. Each such request shall be irrevocable and binding upon the Borrowers. The Agent shall promptly notify deliver to Lessor and each Lender Participant three (3) copies of any such requesteach Commitment Extension Request received by Agent. If Lessor or a Lender agreesParticipant, in its individual sole and sole absolute discretion, consents to so extend its the Commitment Extension Request, such Person shall evidence such consent by executing and returning two (an "Extending Lender"), it will notify 2) copies of the Agent, in writing, of its decision Commitment Extension Request to do so within 30 days after receipt of such notice from the Agent but in any event, no not later than 15 days the last Business Day which is not less than twelve (12) Business Days prior to the next anniversary original Outside Completion Date. Any failure by Lessor or any Participant so to execute and return a Commitment Extension Request shall be deemed a denial thereof. If Lessee shall deliver a Commitment Extension Request to Lessor pursuant to the first sentence of this Subparagraph 2.09(a), then not later than ten (10) Business Days prior to the original Outside Completion Date, Agent shall notify Lessee, Lessor and the Participants in writing whether (i) Agent has received a copy of the Effective Commitment Extension Request executed by Lessor and each Participant, in which case the definition of "Outside Completion Date" set forth in Schedule 1.01 shall be deemed extended to the date which is the requested extension period after the original Outside Completion Date (subject to receipt by Agent of the Commitment Extension Fee), or (ii) Agent has not received a copy of the Commitment Extension Request executed by Lessor and each Participant, in which case such Commitment Extension Request shall be deemed denied. The Commitment of Lessee acknowledges that neither Lessor nor any Lender that fails Participant has promised (either expressly or implicitly), or has any obligation or commitment, to accept extend or consent to the Company's request for extension of the Termination Outside Completion Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Company shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify Eligible Assignees that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders or Replacement Lenders, provided that (i) such assignment is otherwise in compliance with Section 9.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) at any such assignment shall be effective on the date specified by the Company and agreed to by the applicable Extending Lenders or Replacement Lenders and the Agent. If, but only if, Extending Lenders and/or Replacement Lenders provide Commitments in an aggregate amount equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to the Termination Date in effect at the time the Company requests such extension, the Termination Date shall be extended by one yeartime.

Appears in 1 contract

Sources: Participation Agreement (Novellus Systems Inc)