Common use of Extension of Revolving Termination Date Clause in Contracts

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 10 contracts

Samples: Credit Agreement (Northern States Power Co), Credit Agreement (Northern States Power Co), Credit Agreement (Northern States Power Co)

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Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 F-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Closing Date but no later than 45 60 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, Lender and (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 8 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), ; provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 7 contracts

Samples: Credit Agreement (Public Service Co of Colorado), Credit Agreement (Public Service Co of Colorado), Credit Agreement (Public Service Co of Colorado)

Extension of Revolving Termination Date. (a) The Borrower mayshall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by written notice six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier at least 30 days but not more than the first anniversary of the Restatement Effective Date but no later than 45 90 days prior to the then applicable current Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 request for such extension (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Revolving Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable if it receives a Revolving Extension Request Response promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date whether shall be extended for six months effective upon receipt by the Administrative Agent has received Continuation Notices from Lenders holding of a Revolving Commitments aggregating at least a majority Extension Request and payment of the Total Revolving Commitments fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the applicable same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension RequestRequests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 5 contracts

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 F-1 (an the “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Closing Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days after prior to the then applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Revolving Termination Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority 66-2/3% of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before at least 20 days prior to the then applicable Extension Request Response Revolving Termination Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, Lender and (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two one Extension Requests Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five 15 days after prior to the then applicable Extension Request Response Revolving Termination Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority 66-2/3% of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 4 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 F-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Closing Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more a Continuing Lenders Lender willing to honor the Borrower’s 's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s 's Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 3 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 D-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two one Extension Requests Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 2 contracts

Samples: Credit Agreement (Northern States Power Co), Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 D-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), ; provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two one Extension Requests Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 2 contracts

Samples: Credit Agreement (Public Service Co of Colorado), Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Not less than 30 days and not more than 60 days prior to the Revolving Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower may, may request an extension of such Revolving Termination Date by written notice submitting to the Administrative Agent in the form of Exhibit E-1 an Extension Request (an "Extension Request") given no earlier containing the information in respect of such extension specified in Exhibit C, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than the first anniversary of the Restatement Effective Date but no later 15 days and not more than 45 30 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by then in effect, notify the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to Borrower and the Administrative Agent given no later than 30 days after of its election to extend or not extend the applicable Extension Request is given by the Borrower (or such later date Revolving Termination Date as the Borrower shall specify requested in such Extension Request) (, which election shall be made by each Lender at its absolute discretion. Any Lender which shall not notify the Borrower and the Administrative Agent of its election to extend the Revolving Termination Date on or prior to the date that is 15 days prior to the Revolving Termination Date then in effect shall be deemed to have elected not to extend the Revolving Termination Date as requested in such Extension Request Response Date”)Request. Notwithstanding any provision of this Agreement to the contrary, consents, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole discretionand absolute discretion at any time prior to the date which is 15 days prior to the Revolving Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Revolving Termination Date requested in such Extension Request, to the Revolving Termination Date shall automatically and without any further action by any Person be extended for the period specified in such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), Extension Request; provided that (i) each extension pursuant to this Section 2.18 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing to such extension shall be effective only if not less than 15 days and not more than 30 days prior to the aggregate Revolving Commitments of Termination Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Continuing Lenders constitute at least a majority of the Total Revolving Commitments Termination Date in effect on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable such Extension Request Response Date shall be deemed not (such Revolving Termination Date, if any, referred to have consented as the "Commitment Expiration Date" with respect to such extension Objecting Lender). If, not less than 15 days and shall constitute a Non-Extending Lender, (iii) not later more than ten 30 days prior to the then applicable Revolving Termination Date (prior to giving effect then in effect, the Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such requested extension thereof), Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify Date pursuant to this Section 2.18 and (z) the Borrower and any other Lender of any Lender which becomes an Objecting Lender. At the request of the Borrower, if agreed by all the Lenders no later other than five days after the applicable Extension Request Response Objecting Lenders, the Maturity Date whether shall be extended to the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority one year anniversary of the Total Revolving Commitments on the date of the applicable Extension RequestTermination Date, as extended pursuant hereto.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (aj) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 F-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Closing Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 F-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more a Continuing Lenders Lender willing to honor the Borrower’s 's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s 's Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 H-1 (an the “Extension Request”) given no earlier than the first 60 days and no later than 30 days prior to any anniversary of the Restatement ClosingAmendment No. 1 Effective Date but no later than 45 days prior (with respect to any Extension Request, the then applicable Revolving Termination Date“Extension Deadline”), request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 H-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 15 days after prior to the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”)Deadline, consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, Request and (ii) any Lender that fails to submit a Continuation Notice on or before at least 15 days prior to the applicable Extension Request Response Date Deadline shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five 15 days after prior to the applicable Extension Request Response Date Deadline which Lenders are Continuing Lenders and which Lenders are Non-Extending Lenders, and whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

Extension of Revolving Termination Date. (a) The Borrower Provided that no Default or Event of Default exists as of the date of the Request, the Company may, by irrevocable written notice ("Request") to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given and each Bank delivered no earlier than the first anniversary of the Restatement Effective Date but 60 days and no later than 45 30 days prior to before the then then-applicable Revolving Termination Date, request that the then applicable Banks to extend the Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year 364 days after the then applicable then-current Revolving Termination Date. Such extension shall be effective with respect to each Lender thatEach Bank shall, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days after the applicable Extension Request is given by date of such Request, give written notice to the Borrower (or Agent stating whether such later date as Bank agrees to extend the Borrower shall specify in such Extension Request) (the “Extension Request Response Revolving Termination Date”), consents, in its sole discretion. If the Agent receives such agreement by such date from each of the Banks, provided there exists no Default or Event of Default on the then-current Revolving Termination Date, the Revolving Termination Date shall be extended for 364 days and the Agent shall promptly notify the Bank and the Company of such extension. If any Bank fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Banks shall agree to such extension, the extension (each Lender giving a Continuation Notice being referred contemplated in this Section may nonetheless occur with respect to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”)the consenting Banks, provided that (i) any such extension shall be effective only if conditioned upon an agreement to such extension by Banks with at least 80% of the aggregate Revolving Commitments Commitments. The Agent shall notify the Company and each of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails Banks as to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to which Banks have consented agreed to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior as to the then applicable new Revolving Termination Date as a result thereof, or that such extension shall not occur, as the case may be. In the event that the Revolving Termination Date is extended by some but not all of the Banks, on the existing Revolving Termination Date for any Bank not extending (prior to giving effect to such requested extension thereofeach a "Non- Continuing Bank"), the Borrower Company shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf repay all Loans of such Non-Extending Lender Continuing Bank, together with all accrued and unpaid interest thereon, and all fees and other amounts (including at a higher or lower Revolving Commitment than amounts arising under Section 3.04(d)) owing to such Non-Extending Lender’s Revolving Commitment)Continuing Bank, provided that after giving effect and upon such payment each such Non-Continuing Bank shall cease to such replacementconstitute a Bank hereunder, except with respect to the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term indemnification provisions of this Agreement. No Lender , which shall have any obligation survive as to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Requestsuch Non- Continuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Deluxe Corp)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 H-1 (an the “Extension Request”) given no earlier than the first 60 days and no later than 30 days prior to any anniversary of the Restatement Effective Closing Date but no later than 45 days prior (with respect to any Extension Request, the then applicable Revolving Termination Date“Extension Deadline”), request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 H-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 15 days after prior to the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”)Deadline, consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, Request and (ii) any Lender that fails to submit a Continuation Notice on or before at least 15 days prior to the applicable Extension Request Response Date Deadline shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five 15 days after prior to the applicable Extension Request Response Date Deadline which Lenders are Continuing Lenders and which Lenders are Non-Extending Lenders, and whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Capital Inc.)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (such notice being an "Extension Request”Notice") given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 sixty days prior to the then applicable Revolving Termination Date, request that the Lenders to consider an extension of the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that which is up to one calendar year 364 days after the then applicable Revolving Termination Date. Such extension The Administrative Agent shall be effective with respect promptly transmit any Extension Notice to each Lender. Each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to shall notify the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, whether it wishes to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to extend the then applicable Revolving Termination Date (no earlier than 30 days, and no later than 15 days, prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date, and any such notice given by a Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. The Any Lender which does not expressly notify the Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower no earlier than 30 days, and the Lenders no later than five days after 15 days, prior to the Revolving Termination Date that it wishes to so extend the then applicable Extension Request Response Revolving Termination Date whether shall be deemed to have rejected the Administrative Agent has received Continuation Notices from Borrower's request for extension of such Revolving Termination Date. Lenders consenting to extend the then applicable Revolving Termination Date are hereinafter referred to as "Continuing Lenders", and Lenders declining to consent to extend such Revolving Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non- Extending Lenders". If Lenders holding not less than 80% of the Revolving Commitments aggregating at least a majority of then in effect have elected (in their sole and absolute discretion) to so extend the Total Revolving Commitments on the date of the applicable Extension Request.Termination Date, the

Appears in 1 contract

Samples: Tesoro Petroleum Corp /New/

Extension of Revolving Termination Date. Not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date (a) The each, an "Anniversary Date"), provided that no Event of Default shall have occurred and be continuing, the Borrower may, with the prior written consent of the Guarantor, and by written notice to the Administrative Agent in (which notice the form of Exhibit E-1 Administrative Agent shall promptly transmit to each Lender) (an “the "Extension Request”) given no earlier than the first anniversary "), request that each Lender agree to an extension of the Restatement Effective Revolving Termination Date but no later then in effect for a period of one year. Each Lender shall notify the Administrative Agent, not less than 45 15 days prior to such Anniversary Date, of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request (which notices the Administrative Agent shall promptly transmit to the Borrower). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 15 days prior to the then applicable Revolving Termination Anniversary Date. If any Lender shall fail to respond, request that such Lender shall be deemed to have elected not to extend. If the then applicable Required Lenders shall approve in writing the extension of the Revolving Termination Date as requested in the Extension Request, the Revolving Termination Date shall automatically and without any further action by any Person be extended to a date (as requested by the Borrower) that is up to one calendar an additional year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, that elected to so extend by a giving written notice thereof pursuant to this Section 2.18; provided that the Commitment of any Lender which does not consent in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, writing to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (ior which revokes such consent) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of 15 days prior to the Total applicable Anniversary Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Revolving Commitments Termination Date in effect on the date of such Extension Request and all Loans and other amounts payable hereunder to such Objecting Lender shall be paid to such Objecting Lender on the Extension RequestRevolving Termination Date. If, (ii) any Lender that fails to submit a Continuation Notice on or as of the fifteenth day before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof)then in effect, the Borrower Required Lenders shall have not approve in writing the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such Extension Request. In the event that the Borrower shall elect not to replace the Commitments of an Objecting Lender, (i) such Objecting Lender's Commitment shall terminate on the Commitment Expiration Date and (ii) upon such Commitment Expiration Date, the Borrower shall make a mandatory prepayment in an amount equal to the aggregate principal amount of any outstanding Loans hereunder that exceed the Commitments. The Administrative Agent shall notify each Lender Revolving Termination Date may be extended for a total of the receipt three successive periods of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Requestone year pursuant to this Section 2.18.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) The Borrower Provided that no Default or Event of Default exists as of the date of the Request, the Company may, by irrevocable written notice to the Administrative Agent in the form of Exhibit E-1 (an Extension Request”) given to the Agent and each Bank delivered no earlier than the first anniversary of the Restatement Effective Date but 60 days and no later than 45 30 days prior to before the then then-applicable Revolving Termination Date, request that the then applicable Banks to extend the Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year 364 days after the then applicable then-current Revolving Termination Date. Such extension shall be effective with respect to each Lender thatEach Bank shall, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days after the applicable Extension Request is given by date of such Request, give written notice to the Borrower (or Agent stating whether such later date as Bank agrees to extend the Borrower shall specify in such Extension Request) (the “Extension Request Response Revolving Termination Date”), consents, in its sole discretion. If the Agent receives such agreement by such date from each of the Banks, provided there exists no Default or Event of Default on the then-current Revolving Termination Date, the Revolving Termination Date shall be extended for 364 days and the Agent shall promptly notify the Bank and the Company of such extension. If any Bank fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Banks shall agree to such extension, the extension contemplated in this Section may nonetheless occur with respect to the consenting Banks, provided that any such extension shall be conditioned upon an agreement to such extension by Banks with at least 80% of the aggregate Commitments. The Agent shall notify the Company and each of the Banks as to which Banks have agreed to such extension and as to the new Revolving Termination Date as a result thereof, or that such extension shall not occur, as the case may be. In the event that the Revolving Termination Date is extended by some but not all of the Banks, on the existing Revolving Termination Date for any Bank not extending (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending LenderContinuing Bank”), provided that (i) such extension the Company shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf repay all Loans of such Non-Extending Lender Continuing Bank, together with all accrued and unpaid interest thereon, and all fees and other amounts (including at a higher or lower Revolving Commitment than amounts arising under Section 3.04(d)) owing to such Non-Extending Lender’s Revolving Commitment)Continuing Bank, provided that after giving effect and upon such payment each such Non-Continuing Bank shall cease to such replacementconstitute a Bank hereunder, except with respect to the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term indemnification provisions of this Agreement. No Lender , which shall have any obligation survive as to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Requestsuch Non-Continuing Bank.

Appears in 1 contract

Samples: Day Revolving Credit Agreement (Deluxe Corp)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), ; provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), ; provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.Termination

Appears in 1 contract

Samples: Credit Agreement (Public Service Co of Colorado)

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Extension of Revolving Termination Date. (a) The Not less than 30 days and not more than 60 days prior to the Revolving Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower may, may request an extension of such Revolving Termination Date by written notice submitting to the Administrative Agent in the form of Exhibit E-1 an Extension Request (an "Extension Request") given no earlier containing the information in respect of such extension specified in Exhibit C, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than the first anniversary of the Restatement Effective Date but no later 15 days and not more than 45 30 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by then in effect, notify the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to Borrower and the Administrative Agent given no later than 30 days after of its election to extend or not extend the applicable Extension Request is given by the Borrower (or such later date Revolving Termination Date as the Borrower shall specify requested in such Extension Request) (, which election shall be made by each Lender at its absolute discretion. Any Lender which shall not notify the Borrower and the Administrative Agent of its election to extend the Revolving Termination Date on or prior to the date that is 15 days prior to the Revolving Termination Date then in effect shall be deemed to have elected not to extend the Revolving Termination Date as requested in such Extension Request Response Date”)Request. Notwithstanding any provision of this Agreement to the contrary, consents, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole discretionand 33 absolute discretion at any time prior to the date which is 15 days prior to the Revolving Termination Date then in effect. If the Required Lenders shall approve in writing the extension of the Revolving Termination Date requested in such Extension Request, to the Revolving Termination Date shall automatically and without any further action by any Person be extended for the period specified in such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), Extension Request; provided that (i) each extension pursuant to this Section 2.18 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing to such extension shall be effective only if not less than 15 days and not more than 30 days prior to the aggregate Revolving Commitments of Termination Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Continuing Lenders constitute at least a majority of the Total Revolving Commitments Termination Date in effect on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable such Extension Request Response Date shall be deemed not (such Revolving Termination Date, if any, referred to have consented as the "Commitment Expiration Date" with respect to such extension Objecting Lender). If, not less than 15 days and shall constitute a Non-Extending Lender, (iii) not later more than ten 30 days prior to the then applicable Revolving Termination Date (prior to giving effect then in effect, the Required Lenders shall not approve in writing the extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such requested extension thereof), Extension Request. The Administrative Agent shall promptly notify (y) the Lenders and the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify Date pursuant to this Section 2.18 and (z) the Borrower and any other Lender of any Lender which becomes an Objecting Lender. At the request of the Borrower, if agreed by all the Lenders no later other than five days after the applicable Extension Request Response Objecting Lenders, the Maturity Date whether shall be extended to the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority one year anniversary of the Total Revolving Commitments on the date of the applicable Extension RequestTermination Date, as extended pursuant hereto.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (such notice being an "Extension Request”Notice") given no earlier than the first ninety days and no later than fifteen Business Days prior to an anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Closing Date, request that the Lenders to consider an extension of the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension The Administrative Agent shall be effective with respect promptly transmit any Extension Notice to each Lender. Each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to shall notify the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, whether it wishes to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to extend the then applicable Revolving Termination Date (no later than ten Business Days after receipt by it of any such Extension Notice, and any such notice given by a Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. Any Lender which does not expressly notify the Administrative Agent prior to giving effect such ten-day period that it wishes to such requested extension thereof), so extend the Borrower then applicable Revolving Termination Date shall be deemed to have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor rejected the Borrower’s Extension Request on behalf 's request for extension of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Termination Date. Lenders consenting to extend the then applicable Revolving Commitment)Termination Date are hereinafter referred to as "Continuing Lenders", provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation Lenders declining to consent to any extend such Revolving Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non- Extending Lenders". If Lenders holding not less than 80% of the Revolving Commitments then in effect have elected (in their sole and absolute discretion) to so extend the Revolving Termination Date, the Administrative Agent shall notify the Borrower of such election by such Lenders, and effective on the date of such notice by the Administrative Agent to the Borrower, the Revolving Termination Date shall be automatically and immediately so extended with respect to all Continuing Lenders. Upon the delivery of an Extension Notice and upon the extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Petroleum Corp /New/)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its NEWYORK 9337878 sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b2.1 (b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower Company may, by written notice to the Administrative Agent in the form of Exhibit E-1 J-1 (an the “Extension Request”) given no earlier than the first 60 days prior to each anniversary of the Restatement Effective Closing Date but no later than 45 days prior to each anniversary of the then applicable Revolving Termination Closing Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender Bank that, by a written notice in the form of Exhibit E-2 J-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 20 days after prior to the then applicable Extension Request is given by anniversary of the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Closing Date”), consents, in its sole discretion, to such extension (each Lender Bank giving a Continuation Notice being referred to herein as a “Continuing LenderBank” and each Lender Bank other than a Continuing Lender Bank being referred to herein as a “Non-Extending LenderBank”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders Banks constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender Bank that fails to submit a Continuation Notice on or before at least 20 days prior to the then applicable Extension Request Response anniversary of the Closing Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, Bank and (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower Company may give only no more than two Extension Requests during the term of this Agreement. No Lender Bank shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender Bank of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower Company and the Lenders Banks no later than five 15 days after prior to the then applicable Extension Request Response anniversary of the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Administrative Agent has received Continuation Notices from Lenders Banks holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.. 2007 Arrow Electronics Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Arrow Electronics Inc)

Extension of Revolving Termination Date. Not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date (a) The each, an "Anniversary Date"), provided that no Event of Default shall have occurred and be continuing, the Borrower may, with the prior written consent of the Guarantor, and by written notice to the Administrative Agent in (which notice the form of Exhibit E-1 Administrative Agent shall promptly transmit to each Lender) (an “the "Extension Request”) given no earlier than the first anniversary "), request that each Lender agree to an extension of the Restatement Effective Revolving Termination Date but no later then in effect for a period of one year. Each Lender shall notify the Administrative Agent, not less than 45 15 days prior to such Anniversary Date, of its election to extend or not extend the Revolving Termination Date as requested in such Extension Request (which notices the Administrative Agent shall promptly transmit to the Borrower). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Revolving Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date which is 15 days prior to the then applicable Revolving Termination Anniversary Date. If any Lender shall fail to respond, request that such Lender shall be deemed to have elected not to extend. If the then applicable Required Lenders shall approve in writing the extension of the Revolving Termination Date as requested in the Extension Request, the Revolving Termination Date shall automatically and without any further action by any Person be extended to a date (as requested by the Borrower) that is up to one calendar an additional year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, that elected to so extend by a giving written notice thereof pursuant to this Section 2.18; provided that the Commitment of any Lender which does not consent in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, writing to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (ior which revokes such consent) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of 15 days prior to the Total applicable Anniversary Date then in effect (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Revolving Commitments Termination Date in effect on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable such Extension Request Response Date and all Loans and other amounts payable hereunder to such Objecting Lender shall be deemed not to have consented paid to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Objecting Lender on such Revolving Termination Date (prior to giving effect to such requested extension thereofLender's "Commitment Expiration Date"). If, as of the fifteenth day before the Revolving Termination Date then in effect, the Borrower Required Lenders shall have not approve in writing the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date requested in an Extension Request, the Revolving Termination Date shall not be extended pursuant to such Extension Request. In the event that the Borrower shall elect not to replace the Commitments of an Objecting Lender prior to such Lender's Commitment Expiration Date, (i) such Objecting Lender's Commitment shall terminate on its Commitment Expiration Date and (ii) on such Commitment Expiration Date, the Borrower shall make a mandatory prepayment in an amount equal to the aggregate principal amount of all outstanding Loans that exceeds the aggregate amount of the Commitments. The Administrative Agent shall notify each Lender Revolving Termination Date may be extended for a total of the receipt three successive periods of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Requestone year pursuant to this Section 2.18.

Appears in 1 contract

Samples: H&r Block Inc

Extension of Revolving Termination Date. (a) The Borrower Company may, by written notice to the Administrative Agent in (which shall promptly deliver a copy to each of the form of Exhibit E-1 Revolving Lenders) not less than thirty (an “Extension Request”30) given no earlier days and not more than the first ninety (90) days prior to any anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Lenders extend, effective as of such anniversary of the Effective Date, the then-existing Revolving Termination Date be extended and the Revolving Commitments for an additional period of one (1) year. Each Revolving Lender shall, by notice to a date the Agent given not later than the twentieth (as requested by the Borrower20th) that is up to one calendar year day after the then applicable Revolving Termination Date. Such date of the Agent’s receipt of the Company’s extension shall be effective with respect to each Lender thatrequest, by a written notice in advise the form of Exhibit E-2 (a “Continuation Notice”) Agent whether or not it agrees to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such requested extension (each Revolving Lender giving agreeing to a Continuation Notice requested extension being referred to herein as called a “Continuing Consenting Lender” and each Revolving Lender other than declining to agree to a Continuing Lender requested extension being referred to herein as called a “Non-Extending Declining Lender”), provided that (i) such extension shall be effective only if the aggregate . Any Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before has not so advised the applicable Extension Request Response Date Agent by such day shall be deemed not to have consented declined to agree to such extension and shall constitute be a NonDeclining Lender. If Revolving Lenders constituting the Required Revolving Lenders shall have agreed to an extension request, then the then-Extending Lender, (iii) not later than ten days prior to the then applicable existing Revolving Termination Date shall, as to the Consenting Lenders, be extended to the first (1st) anniversary of the then-existing Revolving Termination Date. The decision to agree or withhold agreement to any Revolving Termination Date extension shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Termination Date in effect immediately prior to giving effect to any such requested extension thereof(such Revolving Termination Date being called the “Existing Revolving Termination Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Termination Date, and on the Existing Revolving Termination Date, the Borrower Borrowers shall have also make such other prepayments of their Revolving Loans and/or Swing Line Loans and, to the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment)extent necessary, provided that provide Backup Support for L/C Obligations as shall be required in order that, after giving effect to such replacementthe termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the Total Revolving Commitments Usage of all Revolving Lenders shall be no greater than not exceed the Total Aggregate Revolving Commitments immediately prior to giving effect theretoCommitment. Notwithstanding the foregoing provisions of this paragraph, subject to any increase in the amount of Revolving Commitments Company shall have the right, pursuant to Section 2.1(b) and (iv) 11.24, at any time prior to the Borrower may give only two Extension Requests during Existing Revolving Termination Date, to replace any Declining Lender with a Revolving Lender or other Eligible Assignee that will agree to a request for the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date, and any such replacement Revolving Lender shall for all purposes constitute a Consenting Lender. The Administrative Notwithstanding the foregoing, no extension of the Revolving Termination Date pursuant to this Section 11.19(a) shall become effective unless (i) with respect to each Borrower then existing at such time, the Agent shall notify each Lender have received deliverables of the receipt type required pursuant to Sections 5.01(b) and (c) and, if reasonably requested by the Agent, favorable written opinions of counsel to the Borrowers addressed to the Agent, the Lenders and the Issuers, in form and substance reasonably satisfactory to the Agent and (ii) on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Revolving Termination Date, immediately after giving effect to such extension, (A) the representations and warranties contained in Article VI are true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of such anniversary with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly refer to an Extension Request promptly after receipt thereof. The Administrative earlier date, in which case they shall be true and correct in all material respects (or, if any such representation and warranty is qualified by reference to materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 11.19(a)(ii)(A), the representations and warranties contained in Section 6.11(a)(i) and Section 6.11(a)(ii) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b)), and (B) no Default or Event of Default exists, and the Agent shall notify the Borrower have received a certificate to that effect dated such date and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least executed by a majority Responsible Officer of the Total Revolving Commitments on the date of the applicable Extension RequestCompany.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 D-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no NEWYORK 9337884 later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 D-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two one Extension Requests Request during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “the "Extension Request") given no earlier not less than the first anniversary of the Restatement Effective Date but no later 60 days and not more than 45 90 days prior to the then then-applicable Revolving Termination Date, request that the then then-applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year 364 days after the then then-applicable Revolving Termination DateDate (or if such date is not a Business Day, to the Business Day immediately preceding such date). Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a "Continuation Notice") to the Administrative Agent given no later than 30 days after prior to the then-applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Revolving Termination Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a "Continuing Lender" and each Lender other than a Continuing Lender being referred to herein as a "Non-Extending Lender"), provided that (i) in connection with any such extension shall be with respect to which JPMorgan Chase Bank, N.A. is a Continuing Lender, JPMorgan Chase Bank, N.A. agrees to increase its then existing Revolving Commitment by an amount equal to the Revolving Commitment of any Non-Extending Lender, effective only if the aggregate Revolving Commitments as of the Continuing Lenders constitute at least a majority Revolving Termination Date in effect prior to the delivery of the Total Revolving Commitments on the date of the related Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before at least 30 days prior to the then-applicable Extension Request Response Revolving Termination Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, Lender and (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two one Extension Requests Request during each 364-day period during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five 25 days after prior to the then-applicable Extension Request Response Revolving Termination Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority 66-2/3% of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Take Two Interactive Software Inc)

Extension of Revolving Termination Date. (aj) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Closing Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a the date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more a Continuing Lenders Lender willing to honor the Borrower’s 's Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s 's Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Xcel Energy Inc)

Extension of Revolving Termination Date. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit E-1 (an “Extension Request”) given no earlier than the first anniversary of the Restatement Effective Date but no later than 45 days prior to the then applicable Revolving Termination Date, request that the then applicable Revolving Termination Date be extended to a date (as requested by the Borrower) that is up to one calendar year after the then applicable Revolving Termination Date. Such extension shall be effective with respect to each Lender that, by a written notice in the form of Exhibit E-2 (a “Continuation Notice”) to the Administrative Agent given no later than 30 days after the applicable Extension Request is given by the Borrower (or such later date as the Borrower shall specify in such Extension Request) (the “Extension Request Response Date”), consents, in its sole discretion, to such extension (each Lender giving a Continuation Notice being referred to herein as a “Continuing Lender” and each Lender other than a Continuing Lender being referred to herein as a “Non-Extending Lender”), provided that (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Lenders constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (ii) any Lender that fails to submit a Continuation Notice on or before the applicable Extension Request Response Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Lender, (iii) not later than ten days prior to the then applicable Revolving Termination Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Extending Lender without its consent or acknowledgement on a non-pro-rata basis with one or more Continuing Lenders willing to honor the Borrower’s Extension Request on behalf of such Non-Extending Lender (including at a higher or lower Revolving Commitment than such Non-Extending Lender’s Revolving Commitment), provided that after giving effect to such replacement, the Total Revolving Commitments shall be no greater than the NEWYORK 9337361 Total Revolving Commitments immediately prior to giving effect thereto, subject to any increase in the amount of Revolving Commitments pursuant to Section 2.1(b) and (iv) the Borrower may give only two Extension Requests during the term of this Agreement. No Lender shall have any obligation to consent to any extension of the Revolving Termination Date. The Administrative Agent shall notify each Lender of the receipt of an Extension Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Extension Request Response Date whether the Administrative Agent has received Continuation Notices from Lenders holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the applicable Extension Request.

Appears in 1 contract

Samples: Credit Agreement (Northern States Power Co)

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