Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 2 contracts
Sources: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Commitment Extensions. (a) The BorrowerCompany may, maynot earlier than 75 days and not later than 45 days before any anniversary of the Third Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders extend the Maturity Date for an additional one-year periodof such request.
(b) Each Lender, in each its sole discretion, shall advise the Managing Administrative Agent whether or not such caseLender agrees to such extension. Each If a Lender shallagrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Borrower Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent given shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the 20th day after relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees which such New Lender shall become a Lender for all purposes and to the requested extension (each Lender agreeing to same extent as if originally a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Declining Lender. If Lenders constituting Business Day, the Required immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall have agreed to a Maturity Extension Request, then the Maturity be reduced pro rata on such Anniversary Date shall, as to the Consenting Lenders, extent of such increased and new commitments and appropriate adjustments shall be extended by one year made on such Anniversary Date to the anniversary cause any then-outstanding Loans of the Maturity Date in effect at such time as Lenders to such Consenting be held on a pro rata basis among all Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at ; the sole discretion remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender. The Commitment of any Declining Lender , such Lender’s Swing Line Commitment) shall terminate on the then existing Maturity Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the account of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 2 contracts
Sources: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 days prior to each of the first and or second anniversary of the Closing Date (each such notice a date, an “Maturity Extension RequestAnniversary Date”), request that each Lender extend such Lender’s Commitment Termination Date to the Lenders extend date falling one year after the Maturity Commitment Termination Date then in effect for an additional one-year periodsuch Lender hereunder (the “Existing Commitment Termination Date”).
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the date (the “Notice Date”) 20 days prior to such Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Existing Commitment Termination Date in effect at for each Non-Extending Lender, undertake a Commitment (and, if any such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request Additional Commitment Lender is already a Lender, its Commitment shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as in addition to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity an Anniversary Date, to replace a Declining then, effective as of the such Anniversary Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 2 contracts
Sources: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Commitment Extensions. (i) The Borrower, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 days prior to each of the first and second any anniversary of the Closing Effective Date (each such notice a date, an “Maturity Extension RequestAnniversary Date”), request that each Lender extend such ▇▇▇▇▇▇’s Commitment Termination Date to the Lenders extend date falling one year after the Maturity Commitment Termination Date then in effect for an additional one-year periodsuch Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i) not more than two times.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the date (the “Notice Date”) 20 days prior to such Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative 16605535v6 24740.00262 32 Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Existing Commitment Termination Date in effect at for each Non-Extending Lender, undertake a Commitment (and, if any such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request Additional Commitment Lender is already a Lender, its Commitment shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as in addition to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity an Anniversary Date, to replace a Declining then, effective as of the such Anniversary Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 2 contracts
Sources: Revolving Credit Agreement (Cna Financial Corp), Revolving Credit Agreement (Cna Financial Corp)
Commitment Extensions. (i) The Borrower, Company may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Commitment Termination Date for an up to two additional oneone‑year periods from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”); provided, that such extended Commitment Termination Date shall not be later than the fifth anniversary of the date of such extension; provided, further, that no more than one such extension request may occur in any twelve-year month period.
(ii) Each such Lender, acting in each such case. Each Lender its sole discretion, shall, by notice to the Borrower Company and the Administrative Agent given not no later than the 20th day date that is 20 days after the date of the Administrative Agent’s receipt of extension request (or, if such date is not a Business Day, the Borrower’s respective Maturity Extension Requestnext succeeding Business Day, the “Consent Date”), advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower Company and the Administrative Agent by whether or not such 20th day Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non‑Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Company on or before the Consent Date shall be deemed to have declined be a Non‑Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Company of each Lender’s determination under this Section no later than the Consent Date.
(iv) If and shall be a Declining Lender. If only if the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed to a Maturity Extension Request, then the Maturity extend their Commitment Termination Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to (after giving effect to any substitution of Lenders in accordance with Section 8.12) shall be more than 50% of the aggregate Revolving Credit Commitment in effect immediately prior to the applicable Consent Date, then, effective as of such extension (Consent Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such Maturity Date being called the “Existing Maturity Date”)date and no Default or Event of Default shall have occurred and be continuing. The principal amount Administrative Agent will promptly notify the Company and the Lenders of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination each extension of the Commitments of, and all payments to, Declining Lenders Commitment Termination Date pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.06(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 2 contracts
Sources: Credit Agreement (Becton Dickinson & Co), Credit Agreement (Becton Dickinson & Co)
Commitment Extensions. The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 60 days and not more than 90 180 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Effective Date, request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the "Consent Date") that is 20 days after the date of such extension request (or, if such date is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and Credit Agreement only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first first, second, third and second fourth anniversary of the Closing Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 5.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Unutilized Commitment shall exceed such Lender▇▇▇▇▇▇’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)2.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the such conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (i) The Borrower, Company (on its own behalf and on behalf of the other Borrowers) may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 40 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension Request”"Existing Commitment Termination Date"), ------------------------------------ request that the Lenders each Lender extend the Maturity such Lender's Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the 20th day after date (the date of "Notice Date") that is ----------- 20 days prior to the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower Administrative Agent whether or not it such Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to so extend its Commitment Termination Date (a requested extension being called a “Declining "Non-Extending Lender”). Any ") shall notify -------------------- the Administrative Agent(which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that has does not so advised the Borrower and advise the Administrative Agent by such 20th day on or before 364-DAY CREDIT AGREEMENT the Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Company of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment --------------------- Lender") with the approval of the Administrative Agent and the ------ Syndication Agent (which approvals shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld), each of which Additional Commitment Lenders shall have agreed entered into an Assumption and Acceptance pursuant to a Maturity Extension Request, then the Maturity Date which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in effect at such time as addition to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at Lender's Commitment hereunder on such date).
(v) If (and only if) the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination total of the Commitments ofof the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all payments topurposes of this Agreement.
(vi) Notwithstanding the foregoing, Declining Lenders the extension of the Commitment Termination Date pursuant to this Section 2.14, (i2.05(b) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant be effective with respect to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.unless:
Appears in 1 contract
Sources: 364 Day Multicurrency Credit Agreement (Solutia Inc)
Commitment Extensions. (i) The Borrower, Company (on its own behalf and on behalf of the other Borrowers) may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 40 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension Request”"Existing Commitment Termination Date"), ------------------------------------ request that each Lender extend such Lender's Commitment Termination Date to the Lenders extend date (the Maturity Date for an additional one-"New Commitment Termination Date) that is one year periodafter the then Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to the Anniversary Date but in any event no later than the 20th day after date (the date of "Notice Date") that is 20 ----------- days immediately prior to the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestAnniversary Date, advise the Borrower Administrative Agent whether or not it such Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to so extend its Commitment Termination Date (a requested extension being called a “Declining "Non-Extending Lender”). Any Lender that has not so advised the Borrower and ") shall -------------------- notify the Administrative Agent by (which shall notify the other Lenders) of such 20th day fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Company of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Anniversary Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment Lender") ---------------------------- with the approval of the Administrative Agent and the Syndication Agent (which approvals shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld), each of which Additional Commitment Lenders shall have agreed entered into an Assumption and Acceptance pursuant to a Maturity Extension Request, then the Maturity Date which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date Anniversary Date, undertake a AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in effect at such time as addition to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at Lender's Commitment hereunder on such date).
(v) If (and only if) the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination total of the Commitments ofof the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be equal to 100% of the aggregate amount of the Commitments in effect on the Anniversary Date, then, effective as of the Anniversary Date: (x) the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the New Commitment Termination Date and each Additional Commitment Lender shall thereupon become a "Lender" for all payments topurposes of this Agreement; and (y) the Commitment Termination Date of each Non-Extending Lender shall be changed to such Anniversary Date. Notwithstanding anything in this Agreement to the contrary, Declining Lenders no Non-Extending Lender shall participate in any Eurocurrency Rate Advances or B Advances made after the related Notice Date.
(vi) Notwithstanding the foregoing, the extension of the Commitment Termination Date pursuant to this Section 2.14, (i2.05(b) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant be effective with respect to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.unless:
Appears in 1 contract
Commitment Extensions. (a) The BorrowerBorrower may, maynot earlier than 60 days and not later than 45 days before the Revolving Credit Termination Date, by notice to the Administrative Agent request that the Revolving Credit Termination Date then in effect (which the "Existing Revolving Credit Termination Date") be extended to the date 364 days after the Existing Commitment Termination Date. The Administrative Agent shall promptly deliver notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees to such extension. If a copy Lender agrees to each renew its Commitment (an "Extending Lender"), it shall notify the Administrative Agent, in writing, of the Lenders) given its decision to do so not less earlier than 45 days and not more later than 90 30 days prior to each of the first Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Administrative Agent promptly after making such determination and second anniversary of the Closing Date (each such notice is herein called a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one"Non-year period, in each such caseExtending Lender". Each If a Lender shall, by does not give timely notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day extension, it shall be deemed to have declined to agree to such extension and shall be a Declining Non-Extending Lender. If Lenders constituting .
(c) The Administrative Agent shall notify the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion Borrower of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect 's determination not earlier than 30 days and not later than 20 days prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or Termination Date.
(iid) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the The Borrower shall have the rightright to accept Commitments from New Lenders, pursuant each of which shall be acceptable to Section 10.04(g)the Administrative Agent, at in an aggregate amount equal to the amount of the Commitments of any time Non-Extending Lender, provided that the Extending Lenders shall have the right to increase their Commitments up to the aggregate amount of the Non-Extending Lenders' Commitments before the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the then Existing Maturity DateRevolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 3 shall be true and correct in all material respects on and as of the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to replace each New Lender having executed a Declining New Lender with Supplement (on the effective date of which such New Lender shall become a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute and to the same extent as if originally a Consenting Lender. Notwithstanding party hereto and shall be bound by and entitled to the foregoingbenefits of this Agreement), no extension then effective on the Existing Revolving Credit Termination Date the Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date, provided that the Commitment of each Non-Extending Lender shall in any event terminate on the Maturity Existing Revolving Credit Termination Date pursuant to this paragraph shall become effective unless (x) and the Borrower shall have satisfied each of pay CREDIT AGREEMENT in full on the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply Existing Revolving Credit Termination Date all amounts payable to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionNon-Extending Lender hereunder.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each any two anniversaries of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the “Existing Commitment Termination Date”). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the “Consent Date”) that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called so extend the Commitment Termination Date (a “Consenting Non-Extending Lender” ”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each any Lender declining that does not so advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such date and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 40 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)anniversary, an "Anniversary Date") of the date hereof, request that each Lender extend such Lender's Commitment Termination Date to the Lenders extend date (the Maturity Date for an additional one-"New Commitment Termination Date") that is one year periodafter the then Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to the Anniversary Date but in any event no later than the 20th day after date (the date of "Notice Date") that is 20 days immediately prior to the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestAnniversary Date, advise the Borrower Administrative Agent whether or not it such Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to so extend its Commitment Termination Date (a requested extension being called a “Declining "Non-Extending Lender”). Any Lender that has not so advised the Borrower and ") shall notify the Administrative Agent by (which shall notify the other Lenders) of such 20th day fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion Borrower of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to 's determination under this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.2.05
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first first, second, third and second fourth anniversary of the Closing SixthSeventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 5.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)2.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the such conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (hSection 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and Guarantor, (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension and (z) to the extent required to be paid on the effective date of such extension, the Borrower shall have paid all fees required to be paid by it to the Administrative Agent and the Lenders and all legal fees and expenses of the Administrative Agent to the extent invoiced and received by the Borrower.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 30 days prior to each any two anniversaries of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders extend the Maturity Commitment Termination Date for an additional one-year periodone‑year period from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”).
(ii) Each such Lender, acting in each such case. Each Lender its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the “Consent Date”) that is 20 days after the date of the Administrative Agent’s receipt of extension request (or, if such date is not a Business Day, the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by whether or not such 20th day Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non‑Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be deemed to have declined be a Non‑Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) If and shall be a Declining Lender. If only if the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed to a Maturity Extension Request, then the Maturity extend their Commitment Termination Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to (after giving effect to any substitution of Lenders in accordance with Section 8.12) shall be more than 50% of the aggregate Revolving Credit Commitment in effect immediately prior to the applicable Anniversary Date, then, effective as of such extension (Anniversary Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such Maturity Date being called the “Existing Maturity Date”)date and no Default or Event of Default shall have occurred and be continuing. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date Administrative Agent will promptly notify the Borrower shall also make such other prepayments and the Lenders of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination each extension of the Commitments of, and all payments to, Declining Lenders Commitment Termination Date pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (hSection 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and Guarantor, (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension and (z) to the extent required to be paid on the effective date of such extension, the Borrower shall have paid all fees required to be paid by it to the Administrative Agent and the Lenders and all legal fees and expenses of the Administrative Agent to the extent invoiced and received by the Borrower.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Commitment Termination Date for an up to two additional oneone‑year periods from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”); provided, that such extended Commitment Termination Date shall not be later than the fifth anniversary of the date of such extension; provided, further, that no more than one such extension request may occur in any twelve-year month period.
(ii) Each such Lender, acting in each such case. Each Lender its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day date that is 20 days after the date of the Administrative Agent’s receipt of extension request (or, if such date is not a Business Day, the Borrower’s respective Maturity Extension Requestnext succeeding Business Day, the “Consent Date”), advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by whether or not such 20th day Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non‑Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be deemed to have declined be a Non‑Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the Consent Date.
(iv) If and shall be a Declining Lender. If only if the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed to a Maturity Extension Request, then the Maturity extend their Commitment Termination Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to (after giving effect to any substitution of Lenders in accordance with Section 8.12) shall be more than 50% of the aggregate Revolving Credit Commitment in effect immediately prior to the applicable Consent Date, then, effective as of such extension (Consent Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such Maturity Date being called the “Existing Maturity Date”)date and no Default or Event of Default shall have occurred and be continuing. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date Administrative Agent will promptly notify the Borrower shall also make such other prepayments and the Lenders of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination each extension of the Commitments of, and all payments to, Declining Lenders Commitment Termination Date pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.06(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 30 days prior to each any two anniversaries of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders extend the Maturity Commitment Termination Date for an additional one-year periodperiod from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”).
(ii) Each such Lender, acting in each such case. Each Lender its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the “Consent Date”) that is 20 days after the date of the Administrative Agent’s receipt of extension request (or, if such date is not a Business Day, the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by whether or not such 20th day Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) If and shall be a Declining Lender. If only if the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed to a Maturity Extension Request, then the Maturity extend their Commitment Termination Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to (after giving effect to any substitution of Lenders in accordance with Section 8.12) shall be more than 50% of the aggregate Revolving Credit Commitment in effect immediately prior to the applicable Anniversary Date, then, effective as of such extension (Anniversary Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such Maturity Date being called the “Existing Maturity Date”)date and no Default or Event of Default shall have occurred and be continuing. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date Administrative Agent will promptly notify the Borrower shall also make such other prepayments and the Lenders of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination each extension of the Commitments of, and all payments to, Declining Lenders Commitment Termination Date pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 days prior to each of the first and second any anniversary of the Closing Effective Date (each such notice a date, an “Maturity Extension RequestAnniversary Date”), request that each Lender extend such Lender’s Commitment Termination Date to the Lenders extend date falling one year after the Maturity Commitment Termination Date then in effect for an additional one-year periodsuch Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i) not more than two times. 733301099 15483412
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the date (the “Notice Date”) 20 days prior to such Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Existing Commitment Termination Date in effect at for each Non-Extending Lender, undertake a Commitment (and, if any such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request Additional Commitment Lender is already a Lender, its Commitment shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as in addition to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity an Anniversary Date, to replace a Declining then, effective as of the such Anniversary Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lenderof this Agreement. 733301099 15483412
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a “Maturity Extension Request”anniversary, an "Anniversary Date"), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the "Consent Date") that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to so extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 days prior to each of the first and second any anniversary of the Closing Effective Date (each such notice a date, an “Maturity Extension RequestAnniversary Date”), request that each Lender extend such ▇▇▇▇▇▇’s Commitment Termination Date to the Lenders extend date falling one year after the Maturity Commitment Termination Date then in effect for an additional one-year periodsuch Lender hereunder (the “Existing Commitment Termination Date”). The Borrower may exercise the extension option set forth in this Section 2.04(b)(i)Section 2.04(b)(i) not more than two times.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the 20th day after date (the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request“Notice Date”) 20 days prior to such Anniversary Date, advise the Borrower Administrative Agent whether or not it such Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to a requested extension being called so extend its Commitment Termination Date (a “Declining Non-Extending Lender”). Any Lender that has not so advised the Borrower and ) shall notify the Administrative Agent by (which shall notify the other Lenders) of such 20th day fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to have declined be a Non-Extending Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have agreed entered into an agreement in form and substance satisfactory to a Maturity Extension Request, then the Maturity Date Borrower 733301099 15483412 30 and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Existing Commitment Termination Date in effect at for each Non-Extending Lender, undertake a Commitment (and, if any such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request Additional Commitment Lender is already a Lender, its Commitment shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as in addition to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity an Anniversary Date, to replace a Declining then, effective as of the such Anniversary Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Commitment Extensions. (a) The BorrowerBorrower may, maynot earlier than 60 days and not later than 45 days before each of the first two anniversaries of the Closing Date (each, an “Anniversary Date”), by notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders extend the Maturity Date for an additional one-year periodof such request.
(b) Each Lender, in each its sole discretion, shall advise the Managing Administrative Agent whether or not such caseLender agrees to such extension. Each If a Lender shallagrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Borrower and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Borrower Managing Administrative Agent and the Borrower.
(c) The Managing Administrative Agent given shall notify the Borrower of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the 20th day after relevant Anniversary Date.
(d) The Borrower shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Borrower may in its sole discretion offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees which such New Lender shall become a Lender for all purposes and to the requested extension (each Lender agreeing to same extent as if originally a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Declining Lender. If Lenders constituting Business Day, the Required immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall have agreed to a Maturity Extension Request, then the Maturity be reduced pro rata on such Anniversary Date shall, as to the Consenting Lenders, extent of such increased and new commitments and appropriate adjustments shall be extended by one year made on such Anniversary Date to the anniversary cause any then-outstanding Loans of the Maturity Date in effect at such time as Lenders to such Consenting be held on a pro rata basis among all Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at ; the sole discretion remaining Commitment of each Lender. The Commitment of any Declining Non-Extending Lender shall terminate on the then existing Maturity Existing Revolving Credit Termination Date; and the Borrower shall pay in full on the Existing Revolving Credit Termination Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the account of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Restatement Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower Borrowers shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 55 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension RequestExisting Commitment Termination Date”), request that the Lenders extend the Maturity Commitment Termination Date be extended for an additional one-year period364 days from the Existing Commitment Termination Date. The Borrower may make such an extension request only once.
(ii) Each Lender, in each such case. Each Lender its sole discretion, shall, by notice to the Borrower and Administrative Agent given no later than the date (the “Consent Date”) 45 days prior to the Existing Commitment Termination Date, advise the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it such Lender agrees to such extension. Each Lender that does not agree to extension of the requested extension Commitment Termination Date (each Lender agreeing to a requested extension being called a “Non-Consenting Lender” and each Lender declining ”) shall use its reasonable efforts promptly to agree to a requested extension being called a “Declining Lender”so notify the Administrative Agent (which shall notify the other Lenders). Any Lender that has does not so advised the Borrower and notify the Administrative Agent by on or before the Consent Date that it agrees to such 20th day extension shall be deemed to have declined be a Non-Consenting Lender. The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion Borrower of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to ’s determination under this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y2.04(b) on or before the proposed effective date of 35 days prior to the Existing Commitment Termination Date (or, if such extensiondate is not a Business Day, each Obligor on the next preceding Business Day).
(iv) The Borrower shall have delivered the right before the Existing Commitment Termination Date to replace each Non-Consenting Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) reasonably acceptable to the Administrative Agent Agent, each of which Additional Commitment Lenders shall have entered into an Assumption Agreement pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a certificate executed by Commitment (and, if any such Additional Commitment Lender is already a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting Lender, its Commitment shall be in addition to such extensionLender’s Commitment hereunder on such date).
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend the Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, (x) the Commitment Termination Date shall be Credit Agreement NY3:#7412630v16 extended to the date falling 364 days after the Existing Commitment Termination Date (or, if such date is not a Business Day, to the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement, and (y) the Commitment of each Non-Consenting Lender shall automatically terminate on the Existing Commitment Termination Date.
(vi) Notwithstanding the foregoing, the extension of the Commitment Termination Date pursuant to this Section 2.04(b) shall be effective only if:
Appears in 1 contract
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and, second, third and second fourth anniversary of the Closing RestatementSixth Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower BorrowersBorrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.015.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.132.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement replacementReplacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the thesuch conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension and extensionas the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension RequestExisting Commitment Termination Date”), request that the Lenders each Lender extend the Maturity such Lender’s Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the 20th day after date (the date of “Notice Date”) 20 days prior to the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower Administrative Agent whether or not it such Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to a requested extension being called so extend its Commitment Termination Date (a “Declining Non–Extending Lender”). Any Lender that has not so advised the Borrower and ) shall notify the Administrative Agent by (which shall notify the other Lenders) of such 20th day fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.a
Appears in 1 contract
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower Borrowers shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension extension.”
2. Section 9.07 of the Credit Agreement is hereby amended by deleting the text “2.75:1.00” appearing therein and inserting the Administrative Agent shall have received a certificate text “3.25:1.00” in lieu thereof.
3. The definition of the term “Applicable Margin” appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting the text “as if the Leverage Ratio were greater than 2.25:1.00” appearing in the second paragraph of said definition and inserting the text “as if the Leverage Ratio were greater than 2.75:1.00” in lieu thereof and (ii) deleting the Leverage Ratio table appearing in said definition and inserting the following table in lieu thereof: Leverage Ratio Swingline Loans as Eurodollar Loans Fee Percentage Equal to that effect dated or less than 0.50:1.00 0.00 % 0.40 % 0.10 % Greater than 0.50:1.00 but less than or equal to 1.00:1.00 0.00 % 0.50 % 0.125 % Leverage Ratio Swingline Loans as Eurodollar Loans Fee Percentage Greater than 1.00:1.00 but less than or equal to 1.50:1.00 0.00 % 0.60 % 0.15 % Greater than 1.50:1.00 but less than or equal to 1.75:1.00 0.00 % 0.675 % 0.20 % Greater than 1.75:1.00 but less than or equal to 2.25:1.00 0.00 % 0.875 % 0.25 % Greater than 2.25:1.00 but less than or equal to 2.75:1.00 0.20 % 1.075 % 0.30 % Greater than 2.75:1.00 0.30 % 1.275 % 0.35 %
4. The definition of the term “Maturity Date” appearing in Section 11 of the Credit Agreement is hereby amended by deleting the text “June 6, 2011” appearing in said definition and inserting the text “October 5, 2012 or the applicable effective date of such extension and executed by a Responsible Officer anniversary thereof as determined in accordance with Section 3.04” in lieu thereof.
5. Section 11 of the Parent Guarantor and (y) on or before Credit Agreement is hereby amended by inserting in the proposed effective date of such extension, each Obligor shall have delivered to appropriate alphabetical order the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.following new definitions:
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (a) The BorrowerCompany may, maynot earlier than 75 days and not later than 45 days before any anniversary of the Second Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders extend the Maturity Date for an additional one-year periodof such request.
(b) Each Lender, in each its sole discretion, shall advise the Managing Administrative Agent whether or not such caseLender agrees to such extension. Each If a Lender shallagrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Borrower Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent given shall promptly notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the 20th day after relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees which such New Lender shall become a Lender for all purposes and to the requested extension (each Lender agreeing to same extent as if originally a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Declining Lender. If Lenders constituting Business Day, the Required immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall have agreed to a Maturity Extension Request, then the Maturity be reduced pro rata on such Anniversary Date shall, as to the Consenting Lenders, extent of such increased and new commitments and appropriate adjustments shall be extended by one year made on such Anniversary Date to the anniversary cause any then-outstanding Loans of the Maturity Date in effect at such time as Lenders to such Consenting be held on a pro rata basis among all Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at ; the sole discretion remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender. The Commitment of any Declining Lender , such Lender’s Swing Line Commitment) shall terminate on the then existing Maturity Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the account of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 days prior to each of the first and or second anniversary of the Closing Effective Date (each such notice a date, an “Maturity Extension RequestAnniversary Date”), request that each Lender extend such Lender’s Commitment Termination Date to the Lenders extend date falling one year after the Maturity Commitment Termination Date then in effect for an additional one-year periodsuch Lender hereunder (the “Existing Commitment Termination Date”). 7552140v7 19897.00013
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to such Anniversary Date but in any event no later than the date (the “Notice Date”) 20 days prior to such Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to such Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before any Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Existing Commitment Termination Date in effect at for each Non-Extending Lender, undertake a Commitment (and, if any such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request Additional Commitment Lender is already a Lender, its Commitment shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as in addition to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity an Anniversary Date, to replace a Declining then, effective as of the such Anniversary Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Commitment Termination Date in effect for such Extending Lenders and such Additional Commitment Lenders (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lenderof this Agreement. 7552140v7 19897.00013
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Commitment Extensions. (a) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less earlier than 60 days and not later than 45 days and not more than 90 days prior to each of the first and second before any anniversary of the Closing Date (each such notice a each, an “Maturity Extension RequestAnniversary Date”), request that the Lenders extend the Maturity Date for an additional one-year period, but no more than twice in each such case. Each Lender shalltotal, by notice to the Borrower and Managing Administrative Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent given not later than shall promptly notify the 20th day after the date Lenders of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestsuch request.
(b) Each Lender, in its sole discretion, shall advise the Borrower Managing Administrative Agent whether or not it such Lender agrees to the requested such extension. If a Lender agrees to such extension (each an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender agreeing that determines not to a requested extension being so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Non-Extending Lender”). Any If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that has not so advised any Non-Extending Lender may, with the consent of the Borrower and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by such 20th day notice to the Managing Administrative Agent and the Borrower.
(c) The Managing Administrative Agent shall notify the Borrower of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the relevant Anniversary Date.
(d) The Borrower shall have the right to accept Commitments from New Lenders, each of which shall be deemed acceptable to have declined the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Borrower may in its sole discretion, offer to agree Extending Lenders the option to increase their Commitments (each such extension Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of which such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Declining Lender. If Lenders constituting Business Day, the Required immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall have agreed to a Maturity Extension Request, then the Maturity be reduced pro rata on such Anniversary Date shall, as to the Consenting Lenders, extent of such increased and new commitments and appropriate adjustments shall be extended by one year made on such Anniversary Date to the anniversary cause any then-outstanding Loans of the Maturity Date in effect at such time as Lenders to such Consenting be held on a pro rata basis among all Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at ; the sole discretion remaining Commitment of each Lender. The Commitment of any Declining Non-Extending Lender shall terminate on the then existing Maturity Existing Revolving Credit Termination Date; and the Borrower shall pay in full on the Existing Revolving Credit Termination Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the account of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension RequestExisting Commitment Termination Date”), request that the Lenders each Lender extend the Maturity such Lender’s Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the “Notice Date”) 20 days prior to the Existing Commitment Termination Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.04(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Table of Contents Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower whether or not it agrees to the requested extension undertake a Commitment (each and, if any such Additional Commitment Lender agreeing to is already a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day , its Commitment shall be deemed in addition to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity Commitment Termination Date, to replace a Declining then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.04(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Commitment Extensions. (a) The BorrowerCompany may, maynot earlier than 60 days and not later than 45 days before any anniversary of the Restatement Effective Date (each, an “Anniversary Date”), but no more than twice in total, by notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Agent, request that the Revolving Credit Termination Date then in effect (the “Existing Revolving Credit Termination Date”) be extended to the date 364 days after the Existing Revolving Credit Termination Date. The Managing Administrative Agent shall promptly notify the Lenders extend the Maturity Date for an additional one-year periodof such request.
(b) Each Lender, in each its sole discretion, shall advise the Managing Administrative Agent whether or not such caseLender agrees to such extension. Each If a Lender shallagrees to such extension (an “Extending Lender”), it shall notify the Managing Administrative Agent, in writing, of its decision to do so no later than 30 days prior to such Anniversary Date. A Lender that determines not to so extend its Commitment shall so notify the Managing Administrative Agent promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Managing Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may, with the consent of the Company and the Managing Administrative Agent (such consent of the Managing Administrative Agent not to be unreasonably withheld), subsequently become an Extending Lender by notice to the Borrower Managing Administrative Agent and the Company.
(c) The Managing Administrative Agent given shall notify the Company of each Lender’s determination not earlier than 30 days and not later than 20 days prior to the 20th day after relevant Anniversary Date.
(d) The Company shall have the right to accept Commitments from New Lenders, each of which shall be acceptable to the Managing Administrative Agent, in an aggregate amount not exceeding the aggregate amount of the Commitments of the Non-Extending Lenders, provided that the Company may in its sole discretion, offer to Extending Lenders the option to increase their Commitments (each such Lender being herein called an “Increasing Lender”) up to the aggregate amount of the Non-Extending Lenders’ Commitments before substituting any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the relevant Anniversary Date no Default has occurred and is continuing and the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of such Anniversary Date as though made on and as of such date, and subject to each New Lender having executed a New Lender Supplement (on the effective date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees which such New Lender shall become a Lender for all purposes and to the requested extension (each Lender agreeing to same extent as if originally a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension party hereto and shall be bound by and entitled to the benefits of this Agreement), then effective on such Anniversary Date the Commitment of each Extending Lender shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Declining Lender. If Lenders constituting Business Day, the Required immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date; the increased Commitment of each Increasing Lender and the new Commitment of each New Lender shall take effect on such Anniversary Date; the Commitments of the Non-Extending Lenders shall have agreed to a Maturity Extension Request, then the Maturity be reduced pro rata on such Anniversary Date shall, as to the Consenting Lenders, extent of such increased and new commitments and appropriate adjustments shall be extended by one year made on such Anniversary Date to the anniversary cause any then-outstanding Loans of the Maturity Date in effect at such time as Lenders to such Consenting be held on a pro rata basis among all Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at ; the sole discretion remaining Commitment of each Non-Extending Lender (including, if such Non-Extending Lender is a Swing Line Lender. The Commitment of any Declining Lender , such Lender’s Swing Line Commitment) shall terminate on the then existing Maturity Existing Revolving Credit Termination Date; and each applicable Borrower shall pay in full on the Existing Revolving Credit Termination Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the account of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. (a) The BorrowerBorrower may, maynot earlier than 60 days and not later than 45 days before the Revolving Credit Termination Date, by notice to the CREDIT AGREEMENT Administrative Agent request that the Revolving Credit Termination Date then in effect (which the "Existing Revolving Credit Termination Date") be extended to the date 364 days after the Existing Commitment Termination Date. The Administrative Agent shall promptly deliver notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees to such extension. If a copy Lender agrees to each renew its Commitment (an "Extending Lender"), it shall notify the Administrative Agent, in writing, of the Lenders) given its decision to do so not less earlier than 45 days and not more later than 90 30 days prior to each of the first Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Administrative Agent promptly after making such determination and second anniversary of the Closing Date (each such notice is herein called a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one"Non-year period, in each such caseExtending Lender". Each If a Lender shall, by does not give timely notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day extension, it shall be deemed to have declined to agree to such extension and shall be a Declining Non-Extending Lender. If Lenders constituting .
(c) The Administrative Agent shall notify the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion Borrower of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect 's determination not earlier than 30 days and not later than 20 days prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or Termination Date.
(iid) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the The Borrower shall have the rightright to accept Commitments from New Lenders, pursuant each of which shall be acceptable to Section 10.04(g)the Administrative Agent, at in an aggregate amount equal to the amount of the Commitments of any time Non-Extending Lender, provided that the Extending Lenders shall have the right to increase their Commitments up to the aggregate amount of the Non-Extending Lenders' Commitments before the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the then Existing Maturity DateRevolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 3 shall be true and correct in all material respects on and as of the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to replace each New Lender having executed a Declining New Lender with Supplement (on the effective date of which such New Lender shall become a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute and to the same extent as if originally a Consenting Lender. Notwithstanding party hereto and shall be bound by and entitled to the foregoingbenefits of this Agreement), no extension then effective on the Existing Revolving Credit Termination Date the Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date, provided that the Commitment of each Non-Extending Lender shall in any event terminate on the Maturity Existing Revolving Credit Termination Date pursuant to this paragraph shall become effective unless (x) and the Borrower shall have satisfied each of pay in full on the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply Existing Revolving Credit Termination Date all amounts payable to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionNon-Extending Lender hereunder.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first first, second, third and second fourth anniversary of the Closing Seventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 5.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender▇▇▇▇▇▇’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)2.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the such conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension RequestExisting Commitment Termination Date”), request that the Lenders each Lender extend the Maturity such Lender’s Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the “Notice Date”) 20 days prior to the Existing Commitment Termination Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a “Non–Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non–Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower whether or not it agrees to the requested extension undertake a Commitment (each and, if any such Additional Commitment Lender agreeing to is already a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day , its Commitment shall be deemed in addition to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14hereunder on such date); provided that prior to replacing any Non-Extending Lender with any Additional Commitment Lender, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders’ Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity Commitment Termination Date, to replace a Declining then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.05(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Sources: Credit Agreement (Mony Group Inc)
Commitment Extensions. (i) The Borrower, Company (on its own behalf and on behalf of the other Borrowers) may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not more than 60 days and not less than 45 days and not more than 90 40 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension Request”"Existing Commitment Termination Date"), ------------------------------------ request that the Lenders each Lender extend the Maturity such Lender's Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Borrower and the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the 20th day after date (the date of "Notice Date") that is 20 days prior to the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment ----------- Termination Date, advise the Borrower Administrative Agent whether or not it such 364-DAY CREDIT AGREEMENT Lender agrees to the requested such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to so extend its Commitment Termination Date (a requested extension being called a “Declining "Non-Extending ------------- Lender”). Any Lender that has not so advised the Borrower and ") shall notify the Administrative Agent by (which shall notify the ------ other Lenders) of such 20th day fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Company of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Company (on its own behalf and on behalf of the other Borrowers) shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment --------------------- Lender") with the approval of the Administrative Agent and the ------ Syndication Agent (which approvals shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld), each of which Additional Commitment Lenders shall have agreed entered into an Assumption and Acceptance pursuant to a Maturity Extension Request, then the Maturity Date which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in effect at such time as addition to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at Lender's Commitment hereunder on such date).
(v) If (and only if) the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination total of the Commitments ofof the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all payments topurposes of this Agreement.
(vi) Notwithstanding the foregoing, Declining Lenders the extension of the Commitment Termination Date pursuant to this Section 2.14, (i2.05(b) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant be effective with respect to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.unless:
Appears in 1 contract
Sources: 364 Day Multicurrency Credit Agreement (Solutia Inc)
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension Request”"Existing Commitment Termination Date"), request that the Lenders each Lender extend the Maturity such Lender's Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") 20 days prior to the Existing Commitment Termination Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender). The Commitments of Non-Extending Lenders shall terminate on the then Existing Commitment Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(iii) The Administrative Agent shall notify the Borrower in writing of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day).
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more New Lenders (each, an Credit Agreement "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower whether or not it agrees to the requested extension undertake a Commitment (each and, if any such Additional Commitment Lender agreeing to is already a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day , its Commitment shall be deemed to have declined to agree in addition to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at 's Commitment hereunder on such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect date); provided that prior to giving effect to replacing any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together Non-Extending Lender with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Additional Commitment Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders' Commitments (any such increases by such Lenders to Section 10.04(g), at any time be allocated as nearly as practicable on a pro rata basis among such Lenders based upon their Commitments as in effect immediately prior to the then Existing Maturity Commitment Termination Date).
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders (including the additional Commitment of any Lender) shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, to replace a Declining then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.05(b) shall become be effective unless with respect to any Lender only if:
(x1) no Default or Event of Default shall have occurred and be continuing on the date of the notice requesting such extension or on the Existing Commitment Termination Date and each of the representations and warranties of the Borrower contained in Section 4.01 shall be true and correct on and as of the date of such extension as if made on and as of such date (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date); and
(2) the Borrower shall have satisfied each of the conditions precedent set forth paid in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply full all amounts owing to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) Non-Extending Lender hereunder on or before the proposed effective date Commitment Termination Date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.Lender. Credit Agreement
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of Commitment Termination Date then in effect hereunder (the Closing Date (each such notice a “Maturity Extension Request”"Existing Commitment Termination Date"), request that the Lenders each Lender extend the Maturity such Lender's Commitment Termination Date for an additional one-year period364 days from the Existing Commitment Termination Date.
(ii) Each Lender, acting in each such case. Each Lender its sole and individual discretion, shall, by notice to the Administrative Agent given not more than 30 days immediately prior to the Existing Commitment Termination Date but in any event no later than the date (the "Notice Date") 20 days prior to the Existing Commitment Termination Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Commitment Termination Date (a "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date 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 so agree.
(iii) The Administrative Agent shall notify the Borrower of each Lender's determination under this Section 2.05(b) no later than the date 15 days prior to the Existing Commitment Termination Date (or, if such date is not a Business Day, on the next preceding Business Day). 364-Day Credit Agreement
(iv) The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and add as "Lenders" under this Agreement in place thereof, one or more Eligible Assignees (each, an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Additional Commitment Lender shall, effective as of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension RequestExisting Commitment Termination Date, advise the Borrower whether or not it agrees to the requested extension undertake a Commitment (each and, if any such Additional Commitment Lender agreeing to is already a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day , its Commitment shall be deemed to have declined to agree in addition to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at 's Commitment hereunder on such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect date); provided that prior to giving effect to replacing any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together Non-Extending Lender with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Additional Commitment Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have given each Lender which has agreed to extend its Commitment Termination Date an opportunity to increase its Commitment by all or a portion of the right, pursuant Non-Extending Lenders' Commitments.
(v) If (and only if) the total of the Commitments of the Lenders that have agreed so to Section 10.04(g), at any time extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then Existing Maturity Commitment Termination Date, to replace a Declining then, effective as of the Existing Commitment Termination Date, the Commitment Termination Date of each Extending Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement of each Additional Commitment Lender shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all purposes constitute a Consenting Lender. of this Agreement.
(vi) Notwithstanding the foregoing, no the extension of the Maturity Commitment Termination Date pursuant to this paragraph Section 2.05(b) shall become be effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate with respect to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.any Lender only if:
Appears in 1 contract
Sources: Credit Agreement (Mony Group Inc)
Commitment Extensions. The Borrower, Borrower may, by notice to the --------------------- Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 60 days and not more than 90 180 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Effective Date, request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment ------------------- Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by ---------------- notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the "Consent Date") that is 20 days after the date of such extension ------------ request (or, if such date is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not -------- to extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall -------------------- notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the “Existing Commitment Termination Date”). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the “Consent Date”) that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called so extend the Commitment Termination Date (a “Consenting Non-Extending Lender” ”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each any Lender declining that does not so advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such date and no Default shall have occurred and be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.
Appears in 1 contract
Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.and
Appears in 1 contract
Sources: Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Commitment Extensions. (a) The BorrowerBorrower may, maynot earlier than 60 days and not later than 45 days before the Revolving Credit Termination Date, by notice to the Administrative Agent request that the Revolving Credit Termination Date then in effect (which the "Existing Revolving Credit Termination Date") be extended to the date 364 days after the Existing Commitment Termination Date. The Administrative Agent shall promptly deliver notify the Lenders of such request.
(b) Each Lender, in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees to such extension. If a copy Lender agrees to each renew its Commitment (an "Extending Lender"), it shall notify the Administrative Agent, in writing, of the Lenders) given its decision to do so CREDIT AGREEMENT not less earlier than 45 days and not more later than 90 30 days prior to each of the first Existing Revolving Credit Termination Date. A Lender that determines not to so extend its Commitment shall so notify the Administrative Agent promptly after making such determination and second anniversary of the Closing Date (each such notice is herein called a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one"Non-year period, in each such caseExtending Lender". Each If a Lender shall, by does not give timely notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day extension, it shall be deemed to have declined to agree to such extension and shall be a Declining Non-Extending Lender. If Lenders constituting .
(c) The Administrative Agent shall notify the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion Borrower of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect 's determination not earlier than 30 days and not later than 20 days prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or Termination Date.
(iid) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the The Borrower shall have the rightright to accept Commitments from New Lenders, pursuant each of which shall be acceptable to Section 10.04(g)the Administrative Agent, at in an aggregate amount equal to the amount of the Commitments of any time Non-Extending Lenders, provided that the Extending Lenders shall have the right to increase their Commitments up to the aggregate amount of the Non-Extending Lenders' Commitments before the Borrower shall be permitted to substitute any New Lenders for Non-Extending Lenders.
(e) If and only if (i) more than 50% of the total of the Commitments is extended or otherwise committed to by Extending Lenders and any New Lenders, and (ii) immediately prior to the then Existing Maturity DateRevolving Credit Termination Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 3 shall be true and correct in all material respects on and as of the Existing Revolving Credit Termination Date as though made on and as of such date, and subject to replace each New Lender having executed a Declining New Lender with Supplement (on the effective date of which such New Lender shall become a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute and to the same extent as if originally a Consenting Lender. Notwithstanding party hereto and shall be bound by and entitled to the foregoingbenefits of this Agreement), no extension then effective on the Existing Revolving Credit Termination Date the Revolving Credit Termination Date shall be extended to the date 364 days after the Existing Revolving Credit Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Revolving Credit Termination Date, provided that the Commitment of each Non-Extending Lender shall in any event terminate on the Maturity Existing Revolving Credit Termination Date pursuant to this paragraph shall become effective unless (x) and the Borrower shall have satisfied each of pay in full on the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply Existing Revolving Credit Termination Date all amounts payable to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionNon-Extending Lender hereunder.
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Sources: Credit Agreement (Mastercard Inc)