Common use of Extension Option Clause in Contracts

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Appears in 5 contracts

Samples: Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Equity Long/Short Strategies Fund)

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Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. The Extending Lenders’ Commitments will be extended for an additional year from the Termination Date (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.2 shall be satisfied. No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Anniversary Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the then existing Termination Date and failure (without regard to any renewals by other Lenders). The Borrower will have the Lender right to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice accept commitments from Eligible Assignees in an amount equal to the Borrowers, an extension amount of the Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 5 contracts

Samples: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Inc)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 days from Administrative Agent prior to any anniversary of the Anniversary Closing Date. The If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender shall respond and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such request Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 10 15 days prior after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such later date on Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such terms extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and conditions as the Lender Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 4 contracts

Samples: Sigeco Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Bank shall be required to consent to any such extension request or be required to increase its Commitment and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such later date on approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such terms Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and conditions as (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Lender Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp), Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Bank shall be required to consent to any such extension request or be required to increase its Commitment and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such later date on Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such terms Extending Bank agreed to increase its Commitment) and conditions as (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Lender Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Bank shall be required to consent to any such extension request and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such later date on Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent and the Issuing Banks, such terms and conditions as approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Lender may then require. If Maturity Date twice during the extension term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 3 contracts

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

Extension Option. At any time On the Option Date (so long as the Borrower has not earlier elected the Conversion Option), the Borrower, with the prior written consent of Revolver A Lenders holding 66.66% of outstanding Revolver A Advances, or if there are no Revolver A Advances outstanding, 66.66% of the Revolver A Commitment (the "Revolver A Determining Lenders"), and so long as there exists no Default, may elect to extend the maturity of the Revolver A Loan for an additional 364 day period until the Extension Final Maturity. Such election must be made no sooner than 60 days prior to, nor to the applicable Option Date and no later than 30 days (or such lesser period as agreed to by the Administrative Agent and the Lenders agreeing to extend) prior toto the Option Date by written notice in accordance with the terms of Section 10.02 hereof to each Lender selected by the Borrower and the Administrative Agent, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may of its request that the Lender to extend the Anniversary Date to final maturity of the date which is 364 days from the Anniversary DateRevolver A Loan. The Each Revolver A Lender shall respond to such request shall, no later 10 Business Days after receipt of such notice (or such lesser time period agreed to by the Borrower and the Administrative Agent); provided that in no case shall such response be delivered more than 10 45 calendar days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Option Date, the Lender may propose, by give written notice to the BorrowersBorrower and the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be deemed to have rejected such extension; and, an extension of this Agreement upon the Option Date, its Revolver A Specified Percentage shall be zero and such Lender shall not be participating in the Revolver A Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such later date on such terms and conditions as the Lender may then requireextension. If the extension Borrower fails to receive the consent of this Agreement Revolver A Lenders having Revolver A Specified Percentages totaling 100%, then, if the Revolver A Determining Lenders have consented to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lenderonly those consenting Revolver A Lenders will have Revolver A Specified Percentages in excess of zero, (ii) resolutions the Revolver A Commitment shall be reduced by a dollar amount equal to the product of the non-consenting Lenders' Revolver A Specified Percentages times the Revolver A Commitment in effect on the day before the Option Date or the Borrower and the Administrative Agent may agree to add new lenders or consenting Lenders acceptable to the Administrative Agent to purchase from each Borrower’s Board of Directors (or other governing body) authorizing such extensionnon-extending Lender its rights, duties and obligations under this Agreement and the Loan Papers in accordance with Section 10.04 hereof, (iii) an opinion the Administrative Agent will notify each (A) Revolver A Lender of counsel to its reallocated Revolver A Specified Percentage and the Foreign Borrower(snew Revolver A Commitment and (B) equivalent in form and substance reasonably acceptable to each Lender of the Lender.reallocated Total Specified Percentages (if any), (iv) the Borrower will pay all costs incurred as a result of any such reallocation of Revolver A

Appears in 3 contracts

Samples: Credit Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Television Inc), Credit Agreement (Northland Cable Properties Six LTD Partnership)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. The Extending Lenders’ Commitments will be extended for an additional year from the Termination Date (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 3.02 shall be satisfied. No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Anniversary Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the then existing Termination Date and failure (without regard to any renewals by other Lenders). The Borrower will have the Lender right to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice accept commitments from Eligible Assignees in an amount equal to the Borrowers, an extension amount of the Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.Section 2.20. CERC Credit Agreement

Appears in 3 contracts

Samples: Credit Agreement (Centerpoint Energy Inc), Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto January 12, the Termination Date then in effect 2008 or any anniversary thereof (the “each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower's request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a "Declining Lender") will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Commitments be extended for additional one year periods by providing not less than 65 days' written notice to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from prior to the applicable Noticed Anniversary Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 10 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be extended for an additional year from the Anniversary Termination Date (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and failure any new Lenders and (ii) on the date of any request by the Lender Borrower to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextend the Commitments, the applicable conditions set forth in Section 5.2 shall be satisfied. No Lender may propose, by written notice shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrowers, Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the then existing Termination Date (without regard to any renewals by other Lenders). The Borrower will have the right to accept commitments from Eligible Assignees in an extension amount equal to the amount of the Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.6.

Appears in 2 contracts

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC), Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers and the Lender, (ii“Existing Termination Date”) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.and

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from Administrative Agent no more frequently than once in a calendar year; provided that the Anniversary Date. The Lender notice for the 2022 Extension shall respond to such request not count towards the foregoing limitation; provided further that, following the 2022 Extension, no later than 10 days additional notice shall be permitted prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary DateJanuary 1, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require2023. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).

Appears in 2 contracts

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co), Credit Agreement

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Effective Date pursuant to this Section 2.18.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)

Extension Option. At any time not (a) The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 a number of days specified by the Administrative Agent from time to time prior toto the then next occurring anniversary of the Closing Date (each, nor later than 30 days prior to, the Termination Date then in effect (the a Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the Lender extend the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders’ decisions no later than 5 days from the prior to such Noticed Anniversary Date. The Lender shall respond to such request no later than 10 days prior to Extending Lenders’ Commitments will be renewed for an additional one year from the Anniversary then existing Termination Date and failure by the Lender to respond by such date extended Termination Date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders,(ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iii) an opinion of counsel at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Foreign Borrower(sconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) equivalent in form and substance reasonably acceptable an amount up to the Lenderamount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement

Extension Option. At any time 54.1. So long as Tenant is not earlier than 60 days prior toin default under this Lease, nor Tenant shall have an option to extend the Term of this Lease for two (2) additional periods of five (5) years each (each a "Renewal Period"). The option for each such additional 5-year Renewal Period term may be exercised by Tenant only by written notice (the "Extension Exercise Notice") given to Landlord not later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days at least fifteen (15) months prior to the Anniversary Date expiration of the Term, in the case of the first 5-year option, and failure by at least fifteen (15) months prior to the Lender expiration of the first Renewal Period (each an "Option Exercise Date"), in the case of the second Renewal Period. In the event that Tenant exercises the option to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextend the Term in accordance with the provisions hereof, the Lender may propose, by written notice to Term shall be extended accordingly. Tenant's extension option for the Borrowers, an first Renewal Period shall be for a minimum of fifty percent (50%) of the Rentable Area of the Centerpointe I Building in a contiguous block of space and shall be for no less than one-half of any particular floor. Tenant's extension option for the second Renewal Period shall be for one hundred percent (100%) of this Agreement to such later date on such terms and conditions as the Lender may then require. If space for which Tenant exercised the extension option during the first Renewal Period. Upon the commencement of each Renewal Period, Landlord shall grant to Tenant a reasonable refurbishment allowance in such amount as may be mutually agreed to by Landlord and Tenant, which amount shall be agreed to in conjunction with, and as a component of, the determination of "Market Rental Value", as described below. Except as stated below in this Agreement to such later date is acceptable to the Borrowers on Article, all of the terms and conditions proposed by of this Lease in effect immediately prior to the Lenderrespective Renewal Period shall equally pertain in all respects to the respective Renewal Period. All references in this Lease to the Term of this Lease shall be construed to include the applicable Renewal Period, unless the Borrower context clearly indicates that another meaning is intended. Tenant shall notify not have the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing right to exercise the extension of this Agreement upon option for the Lender’s receipt of (i) an amendment to this Agreement signed by second Renewal Period unless Tenant had previously exercised the Borrowers and extension option for the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderfirst Renewal Period.

Appears in 2 contracts

Samples: Termination Agreement (American Management Systems Inc), Termination Agreement (American Management Systems Inc)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to the then next occurring anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 5 days from the prior to such Noticed Anniversary Date. The Lender shall respond to such request no later than 10 days prior to Extending Lenders' Commitments will be renewed for an additional one year from the Anniversary then existing Termination Date and failure by the Lender to respond by such date extended Termination Date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower's request for commitment renewal (a "Declining Lender’s notice proposing ") will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iii) an opinion of counsel at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the Foreign Borrower(s) equivalent in form and substance reasonably right to accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount up to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date five times. The Termination Date may not be extended beyond February 23, 2017.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 a number of days specified by the Administrative Agent from time to time prior to the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to, nor to the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 30 20 days prior toto such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 5 days prior to such Noticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent in an amount up to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date five times. The Termination Date may not be extended beyond February 23, 2017. Pursuant to the First Amendment, the Termination Date then in effect (for $2,402,000,000.00 of the “Anniversary Date”)Commitments was extended to February 25, the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to 2013; such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Extending Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendertheir Commitments are set forth on Schedule 2.18.

Appears in 2 contracts

Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto January 12, the Termination Date then in effect 2008 or any anniversary thereof (the each, a Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an “Extending Lender”), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders’ decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower’s request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a “Declining Lender”) will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 2 contracts

Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, on or after the Termination second anniversary of the Closing Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to until the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 ninety (90) days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Initial Payment Date, the Lender Borrower may proposerequest, by at least sixty (60) days written notice to the BorrowersFacility Agent, that the Lenders extend the Initial Payment Date by an extension additional 24 months from the fifth anniversary of this the Closing Date to the seventh anniversary of the Closing Date (the “Extension Option”). The Lenders who agree to extend their Commitment (the “Extending Lenders”) shall do so at their Closing Date Commitment level. Once a Lender agrees to extend its Commitment, the request of the Borrower is irrevocable. If less than all of the Lenders agree to extend their Commitments, the Facility Agent shall notify the Extending Lenders and each Extending Lender shall inform the Facility Agent within 30 days of such notice of the amount, if any, of the Non-Extending Lenders’ Commitments it is willing to accept and assume on the Initial Payment Date and shall enter into an Assignment and Assumption Agreement with such Non-Extending Lender(s) with respect to such later date Commitment or portion thereof, which shall be effective on such terms and conditions as the Lender may then requireInitial Payment Date. If the extension of this Agreement to such later date is acceptable If, after giving effect to the Borrowers on assignments described above all of the terms Lenders’ Commitments have not been extended and conditions proposed by the Lenderor assumed, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the may arrange for one or more Extending Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel assignees eligible to become Lenders to the Foreign Borrower(s) equivalent in form Facility to accept and substance reasonably acceptable assume the unassigned amounts of the commitments of the Non-Extending Lenders or reduce the Facility on the Initial Payment Date to the Lenderaggregate amount of the commitments of the Extending Lenders (the “Revised Facility Amount”). For the avoidance of doubt the parties hereto agree that the Commitment of a Non-Extending Lender shall not terminate until the Initial Payment Date. Amounts outstanding on the Initial Payment Date in excess of the Revised Facility Amount shall be repaid on the Initial Payment Date.

Appears in 2 contracts

Samples: Credit Facility Agreement (OSG America L.P.), Senior Secured Revolving Credit Facility Agreement (OSG America L.P.)

Extension Option. At any time not earlier than 60 days prior to, nor later than least 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later but not more than 10 90 days prior to each anniversary of the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Closing Date, the Lender may proposeBorrower may, by written notice to the BorrowersAdministrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that each Lender agree to an extension of this Agreement the Termination Date for a period of 365 days from its then scheduled expiration. Each Lender shall respond to such later extension request (each such response being delivered to the Administrative Agent) in accordance with instructions provided by the Administrative Agent (which response shall not be required earlier than 30 days after the date on of such terms and conditions request), with the failure of any Lender to respond being deemed to be a negative response. Each Lender shall decide in its sole discretion whether or not to agree to such extension of the Termination Date. So long as the Required Lenders shall have approved such extension request and no Default or Event of Default is in existence at such time, then each Lender may that has responded affirmatively as set forth above (regardless of whether such Lender declined a prior request, each such Lender, an "Extending Lender") shall be deemed to have agreed (such agreement to become effective on the then requireeffective Termination Date (such date an "Extension Date")) to cause the Termination Date to be extended as to each Extending Lender until the date which is 365 days after the then effective Termination Date. If In the extension of this Agreement event that one or more Lenders (each a "Non-Extending Lender") do not agree to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lenderextension, the Borrower shall notify the Lender of their acceptance of may elect, with respect to such terms and conditions no later than the Anniversary DateNon-Extending Lender, and such later date will become on or before the Termination Date hereunder then in effect, to provide, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), another bank or financial institution or entity to acquire the Commitment of and this Agreement Loans owing to such Non-Extending Lender, which assignment of such Non-Extending Lender's Commitment and Loans shall otherwise be amended in a manner mutually agreed among effected pursuant to an Assignment and Acceptance executed by the Borrowers Non-Extending Lender, such other bank or financial institution or entity, the Borrower and the Lenders and as described Administrative Agent. On such Extension Date, the Commitment of any Non-Extending Lender shall, unless assigned in accordance with the Lender’s immediately preceding sentence, automatically terminate in whole without any further notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed or other action by the Borrowers Borrower, such Non-Extending Lender or any other Person and all principal, interest and fees owing to such Non-Extending Lender shall be paid in full by the Borrower, provided that such Non-Extending Lender's rights under Sections 2.13, (ii) resolutions of each Borrower’s Board of Directors (2.14, 2.15 and 9.5 shall survive the Extension Date for such Non-Extending Lender as to matters occurring on or other governing body) authorizing prior to such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderdate.

Appears in 2 contracts

Samples: Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Appears in 1 contract

Samples: Credit Agreement

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and 42 509265-1292-1635217123-Active.25783117.740387902.9 ​ the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Effective Date pursuant to this Section 2.18.

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from Administrative Agent no more frequently than once in a calendar year; provided that the Anniversary Date. The Lender notice for the 2022 Extension shall respond to such request not count towards the foregoing limitation; provided further that, following the 2022 Extension, no later than 10 days additional notice shall be permitted prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary DateJanuary 1, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require2023. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date 49207859.4 ​ assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Maturity Date may be extended in the Termination manner set forth in this Section 2.21 for a period of one year from the Maturity Date then in effect (the “Anniversary Date”), the Borrowers may request effect; provided that the Lender extend Maturity Date may only be extended for two additional one year periods; provided, further that the Anniversary Maturity Date after giving effect to any such extension shall not be later than the fifth (5th) anniversary of the date which is 364 days from the Anniversary Date. The Lender shall respond to of any such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, If the Lender may propose, by written notice Borrower wishes to the Borrowers, request an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderMaturity Date, the Borrower shall give written notice to that effect to the Administrative Agent, whereupon the Administrative Agent shall promptly notify each of the Lender of their acceptance Lenders of such terms request; provided, that the Borrower may provide notice of a request for an extension of the Maturity Date once in any twelve (12) month period. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and conditions no later than absolute discretion, within 30 days of such notice to the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers Borrower and the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent #96301122v26 of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and as described in signed by the Lender’s notice proposing Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.21 shall be legally binding on any party hereto unless and until such Extension Agreement upon is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Commitments. The Borrower may obtain the signature of Lenders having greater than 50% of the aggregate amount of the Commitments by requiring any Lender that has failed to consent to such Extension Agreement (such Lender’s receipt of , a “Non-Extending Lender”) to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender or an amendment Affiliate of a Lender) and (ii) each Issuing Bank (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to this Agreement signed by the Borrowers and the Lendersuch Non-Extending Lender being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) resolutions the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of each the Borrower’s Board of Directors (or other governing body) authorizing such extension, and the Borrower shall pay any amount required by Section 2.23, if applicable, (iii) an opinion the replacement Lender shall execute and deliver such Extension Agreement and (iv) such assignment does not conflict with applicable law. No action by or consent of counsel the Non-Extending Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 9.06; provided that if such Non-Extending Lender does not comply with Section 9.06 within five Business Days after the Borrower’s request, compliance with Section 9.06 (but only on the part of the Non-Extending Lender) shall not be required to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendereffect such assignment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Zoetis Inc.)

Extension Option. At any time The Borrower may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Borrower provides written notice requesting the extension to the Administrative Agent not earlier than 60 90 days prior to, nor and not later than 30 days prior to, to any anniversary of the Termination Effective Date then in effect (the an “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender, acting in its sole discretion, shall respond to such request no later than request, whether affirmatively or negatively (each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”)), within 10 days prior to Business Days of such notice from the Anniversary Date and Administrative Agent. Any failure by the any Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such date Lender of such request and any such Lender shall indicate its unwillingness be deemed to agree to such requested extensionbe a Non-Extending Lender. At any time more than 60 days before such The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, subject to (x) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) satisfaction of each of the conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender may propose(as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders. The Borrower may, by written if it so elects upon 5 Business Days’ notice to the BorrowersAdministrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an extension “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be in addition to such Xxxxxx’s Commitment hereunder 48 AMERICAS/2023799649.12023799649.6 on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: o the Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to the date of such assumption, as applicable, on, the outstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; o all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; o with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); and o each Assuming Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Assumption as to its assumption of the Commitments of Non-Extending Lenders. Upon execution and delivery of the foregoing Assignment and Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a) of this Section 2.17 and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to such later date on such terms the extent of their assumed Commitments and conditions as the Lender may then require. If the extension shall be Lenders for all purposes of this Agreement Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such later date is acceptable to the Borrowers on the terms and conditions proposed extent hereunder shall, by the Lenderprovisions hereof, the Borrower shall notify the Lender of their acceptance of such terms be released and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderdischarged.

Appears in 1 contract

Samples: Credit Agreement (Darden Restaurants Inc)

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Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 a number of days specified by the Administrative Agent from time to time prior toto the then next occurring anniversary of the Closing Date (each, nor later than 30 days prior to, the Termination Date then in effect (the a Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the Lender extend the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders’ decisions no later than 5 days from the prior to such Noticed Anniversary Date. The Lender shall respond to such request no later than 10 days prior to Extending Lenders’ Commitments will be renewed for an additional one year from the Anniversary then existing Termination Date and failure by the Lender to respond by such date extended Termination Date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iii) an opinion of counsel at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Foreign Borrower(sconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) equivalent in form and substance reasonably acceptable an amount up to the Lenderamount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 1 contract

Samples: Credit Agreement (Edison International)

Extension Option. At any (a) So long as at the time not earlier than 60 days prior to, nor later than 30 days prior tono Default shall exist, the Commitment Termination Date may be extended in the manner set forth in this Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitment Termination Date may only be so extended once per year. If the Company wishes to request an extension of the Commitment Termination Date, the Company shall give written notice to that effect to the Administrative Agent not less six months prior to the Commitment Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, on or prior to a deadline to be determined by Company and the Administrative Agent (not to be less than fourteen days from the date such notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such Lender’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit L hereto (the “Anniversary Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Lenders that have responded affirmatively. No extension of the Commitments pursuant to this Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders (the effectiveness date of any such Extension Agreement, the “Extension Agreement Effective Date”). Notwithstanding anything to the contrary, the Borrowers may request that remaining maturity of the Lender extend the Anniversary Date Commitments, after giving effect to any extension pursuant to this Section 2.15, will in no event be extended beyond the date which that is 364 days from five years after the Anniversary applicable Extension Agreement Effective Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Appears in 1 contract

Samples: Assignment and Assumption (Lockheed Martin Corp)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may proposeBorrower may, by written notice to the Borrowers, an extension Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 90 days prior to any anniversary of the Effective Date (but on not more than two occasions during the term of this Agreement Agreement), request that the Lenders extend the Termination Date for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s notice, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such later date on such terms extension and conditions as the Lender may then requireshall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Termination Date extension request, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of this Agreement the Termination Date theretofore in effect (the Termination Date in effect prior to such later date is acceptable extension being called the “Existing Termination Date”). The decision of any Lender to agree or withhold agreement to any extension request shall be at the Borrowers sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the terms Existing Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and conditions proposed by any accrued fees and other amounts payable to or for the Lenderaccounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrower shall notify also make such other prepayments of the Loans and, to the extent no Loans remain outstanding, cash collateralize, in a manner approved in writing by the Administrative Agent and the applicable Issuing Banks, or make other arrangements approved in writing by the Administrative Agent and the applicable Issuing Banks, such portion of the outstanding Letter of Credit Liabilities as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the Total Outstanding Amount shall not exceed the aggregate Commitments. The Borrower shall have the right, pursuant to and in accordance with Section 8.06(b), at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Termination Date extension request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Revolving Credit Period, the Letter of their acceptance of Credit Termination Date and the Termination Date (without taking into consideration any extension pursuant to this Section 2.18), as such terms are used in reference to the Swingline Lender or any Swingline Loans made by the Swingline Lender or any Issuing Bank and conditions any Letters of Credit issued by such Issuing Bank, may not be extended without the prior written consent of the Swingline Lender or such Issuing Bank, as the case may be (it being understood and agreed that, in the event the Swingline Lender or any Issuing Bank shall not have consented to any such extension, (i) the Swingline Lender or such Issuing Bank, as applicable, shall continue to have all the rights and obligations of the Swingline Lender or an Issuing Bank, as applicable, hereunder through the Existing Termination Date (or the Revolving Credit Period or the Letter of Credit Termination Date determined on the basis thereof, as applicable), and thereafter shall have no obligation to make any Swingline Loans or to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.03, 2.04, 8.03, 8.05 and 9.03, as applicable, as to Swingline Loans or Letters of Credit made or issued prior to such time), (ii) the principal amount of any outstanding Swingline Loans made by the Swingline Lender, together with any accrued interest thereon, shall, to the extent outstanding or accrued but unpaid on the Existing Termination Date, be due and payable on the Existing Termination Date and (iii) the Borrower shall cause the Letter of Credit Liabilities attributable to Letters of Credit issued by such Issuing Bank to be cash collateralized or otherwise backstopped in an amount and manner and pursuant to documentation approved in writing by the applicable Issuing Bank and the Administrative Agent, in each case, no later than the Anniversary Date, Letter of Credit Termination Date and such later date will become (b) no extension of the Termination Date hereunder and pursuant to this Agreement Section 2.18 shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of become effective unless (i) an amendment to this Agreement signed the extent reasonably requested by the Borrowers Administrative Agent, the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(b) and/or 3.01(d) as to the corporate power and authority of the Lender, Borrower to effect such extension and (ii) resolutions the Administrative Agent shall have received a certificate executed by a financial officer of each the Borrower’s Board , dated as of Directors the anniversary of the Effective Date that immediately follows the date on which the Borrower delivers the applicable Termination Date extension request, stating that (or other governing bodyA) authorizing as of such extensiondate, no Default shall have occurred and is continuing and (iiiB) an opinion the representations and warranties of counsel the Borrower contained in Article 4 are true in all material respects on and as of such date (except to the Foreign Borrower(s) equivalent extent any such representations or warranties are limited to an earlier date, in form which case such representations and substance reasonably acceptable warranties shall be true in all material respects as of such earlier date). For the avoidance of doubt, no consent, upfront or similar fees will be required to be paid by the LenderBorrower in connection with any extension effected pursuant to this Section 2.18, except as otherwise expressly agreed by the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Marathon Oil Corp)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Commitments be extended for additional one year periods by providing not less than 65 days' written notice to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from prior to the applicable Noticed Anniversary Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 10 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be extended for an additional year from the Anniversary Termination Date (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and failure any new Lenders and (ii) on the date of any request by the Lender Borrower to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextend the Commitments, the applicable conditions set forth in Section 3.02 shall be satisfied. No Lender may propose, by written notice shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrowers, Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the then existing Termination Date (without regard to any renewals by other Lenders). The Borrower will have the right to accept commitments from Eligible Assignees in an extension amount equal to the amount of the Commitments of any Declining Lenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.19.

Appears in 1 contract

Samples: Credit Agreement (Centerpoint Energy Houston Electric LLC)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from Administrative Agent no more frequently than once in a calendar year; provided that the Anniversary Date. The Lender notice for the 2022 Extension shall respond to such request not count towards the foregoing limitation; provided further that, following the 2022 Extension, no later than 10 days additional notice shall be permitted prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary DateJanuary 1, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require2023. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall deemed to occur prior to the Third Amendment Effective Date).

Appears in 1 contract

Samples: Credit Agreement

Extension Option. At any So long as no default of this Lease on the part of Landlord has occurred and is continuing on the date of the delivery of the Extension Notice or the Base Term Expiration Date, Landlord shall have the one-time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect right and option (the “Anniversary Extension Option”), exercisable upon (a) written notice (the “Extension Notice”) to Tenant not later than twelve (12) months prior to the scheduled expiration of the Base Term, to extend the Base Term by a period (the “Extension Term”) of not less than one (1) month, and not more than twelve (12) months, as such Extension Term is specified by Landlord in such Extension Notice (the date on which the Extension Term is scheduled to end is the “Extension Term Expiration Date”), and (b) payment to Tenant of an amount (the Borrowers may request that the Lender extend the Anniversary Date “Extension Fee”) equal to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension number of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described months in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of Extension Term (as specified by Landlord in its Extension Notice) multiplied by $583,333.33, which Extension Fee shall be prorated for any partial months and shall be paid as follows: (i) an amendment one-half of the Extension Fee shall be paid to this Agreement signed by Tenant concurrently with delivery of the Borrowers Extension Notice and the Lender, (ii) resolutions one-half of the Extension Fee shall be paid to Tenant in equal monthly installments, commencing on the first day of the calendar month after the Extension Notice is delivered and on the first day of each Borrower’s Board calendar month thereafter until the Base Term Expiration Date. In the event that Landlord fails to timely pay Tenant any monthly portion of Directors (or other governing body) authorizing the Extension Fee, Tenant may offset the amount of such extensionfee from its next payment of monthly Rent. If so extended, and (iii) an opinion of counsel the Base Term shall be extended to the Foreign Borrower(s) equivalent in form end of the Extension Term and substance reasonably acceptable Tenant shall continue to lease the Premises pursuant to the Lenderterms of this Lease including the provisions of Article 2 and Section 5.10; provided, however, that Landlord shall have no further option or right to extend the Term.

Appears in 1 contract

Samples: Lease Agreement (CAESARS ENTERTAINMENT Corp)

Extension Option. At any time least 45 days but not earlier more than 60 days prior toto the Termination Date, nor later the Company may, by written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that each Lender agree to an extension of the Termination Date for a period of 364 days from its then scheduled expiration. Each Lender shall respond to such extension request (each such response being delivered to the Administrative Agent) in accordance with instructions provided by the Administrative Agent (which response shall not be required earlier than 30 days (such date, the "Last Response Date") prior toto the Termination Date), with the failure of any Lender to respond being deemed to be a negative response. Each Lender shall decide in its sole discretion whether or not to agree to such extension of the Termination Date. So long as the Required Lenders shall have approved such extension request and no Default or Event of Default is in existence at such time, then each Lender that has responded affirmatively as set forth above (each such Lender, an "Extending Lender") shall be deemed to have agreed (such agreement to become effective on the then effective Termination Date (such date an "Extension Date")) to cause the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the to be extended as to each Extending Lender extend the Anniversary Date to until the date which is 364 days from after the Anniversary then effective Termination Date. The Lender shall respond to such request no later than 10 days prior to In the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to event that one or more Lenders (each a "Non-Extending Lender") do not agree to such requested extension, the Company may elect, with respect to such Non-Extending Lender, on or before the Termination Date then in effect, to provide, with the consent of the Administrative Agent, another bank or financial institution or entity to acquire the Revolving Commitment of and Loans owing to such Non-Extending Lender, which assignment of such Non-Extending Lender's Revolving Commitment and Loans shall be effected pursuant to an Assignment and Acceptance executed by the Non-Extending Lender, such other bank or financial institution or entity, the Company and the Administrative Agent. At any time more than 60 days before On such Anniversary Extension Date, the Dollar Revolving Commitment and Multicurrency Revolving Commitment of any Non-Extending Lender may proposeshall, unless assigned in accordance with the immediately preceding sentence, automatically terminate in whole without any further notice or other action by written notice to the BorrowersCompany, an extension of this Agreement such Non-Extending Lender or any other Person and all principal, interest and fees owing to such later date Non-Extending Lender shall be paid in full by the Company, provided that such Non-Extending Lender's rights under Sections 2.24, 2.25, 2.26 and 10.5 shall survive the Extension Date for such Non-Extending Lender as to matters occurring on such terms and conditions as the Lender may then require. If the extension of this Agreement or prior to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderdate.

Appears in 1 contract

Samples: Credit Agreement (Grey Global Group Inc)

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto November 6, the Termination Date then in effect 2006 or any anniversary thereof (the “each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it xxxx notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower's request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a "Declining Lender") will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 1 contract

Samples: Credit Agreement (Edison International)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 6.3 shall be satisfied. No Bank shall be required to consent to any such extension request or be required to increase its Commitment and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such later date on approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such terms Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and conditions as (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Lender Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Appears in 1 contract

Samples: Credit Agreement (Centerpoint Energy Resources Corp)

Extension Option. At any time not earlier than 60 sixty (60) days prior to, nor later than 30 thirty (30) days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers Borrower may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 ten (10) days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 sixty (60) days before such Anniversary Date, the Lender may propose, by written notice to the BorrowersBorrower, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Borrower on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among between the Borrowers Borrower and the Lenders Lender and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers Borrower and the Lender, and (ii) resolutions of each the Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Appears in 1 contract

Samples: Credit Agreement (Alpha Core Strategies Fund)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then- existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Appears in 1 contract

Samples: Credit Agreement

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from Administrative Agent no more frequently than once in a calendar year; provided that the Anniversary Date. The Lender notice for the 2022 Extension shall respond to such request not count towards the foregoing limitation; provided further that, following the 2022 Extension, no later than 10 days additional notice shall be permitted prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary DateJanuary 1, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require2023. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from Administrative Agent no more frequently than once in a calendar year; provided that the Anniversary Date. The Lender notice for the 2022 Extension shall respond to such request not count towards the foregoing limitation; provided further that, following the 2022 Extension, no later than 10 days additional notice shall be permitted prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary DateJanuary 1, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require2023. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date ​ ​ assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Extension Option. At Provided that iMall, Inc., a Nevada corporation, has not assigned this Lease or sublet any or all of the Premises (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default under this Lease at the time of exercise or at any time not earlier than 60 days prior tothereafter until the beginning of any such extension of the Term, nor later than 30 days prior to, Tenant shall have the Termination Date then in effect option (the “Anniversary Date”"EXTENSION OPTION") to extend the Term for an additional period of five (5) years (each an "EXTENSION PERIOD"), by giving written notice to Landlord of the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to exercise of any such request no later Extension Option at least ten (10) months, but not more than 10 days twelve (12) months, prior to the Anniversary Date expiration of the initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and failure shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the Lender to respond parties; provided that Landlord and Tenant shall, if requested by such date either party, execute and acknowledge an instrument confirming the exercise of the Extension Option. Any Extension Option shall indicate its unwillingness to agree to such requested extensionterminate if not exercised precisely in the manner provided herein. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an Any extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on Term shall be upon all the terms and conditions proposed by the Lenderset forth in this Lease and all Exhibits thereto, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of except that: (i) an amendment Tenant shall have no further option to this Agreement signed by extend the Borrowers and Term of the LenderLease, other than as specifically set forth herein; (ii) resolutions Landlord shall not be obligated to contribute funds toward the cost of each Borrower’s Board of Directors (any remodeling, renovation, alteration or other governing body) authorizing such extension, improvement work in the Premises; and (iii) an opinion of counsel to Base Rent for any such Extension Period shall be the Foreign Borrower(sthen Fair Market Base Rental (as defined below) equivalent in form for the Premises for the space and substance reasonably acceptable to the Lenderterm involved, which shall be determined as set forth below.

Appears in 1 contract

Samples: Part of Lease Agreement (Imall Inc)

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Maturity Date may be extended in the Termination manner set forth in this Section 2.21 for a period of one year from the Maturity Date then in effect (effect; provided that the “Anniversary Maturity Date may only be extended for two additional one year periods. If the Borrower wishes to request an extension of the Maturity Date”), the Borrowers may request Borrower shall give written notice to that the Lender extend the Anniversary Date effect to the date which is 364 Administrative Agent not less than 45 days from the Anniversary Date. The Lender shall respond to such request no later nor more than 10 90 days prior to the Anniversary Date and failure by first or second anniversary of the Closing Date, or at both times, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days before of such Anniversary Date, the Lender may propose, by written notice to the BorrowersBorrower and the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.21 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of the Commitments. The Borrower may obtain the signature of Lenders having greater than 50% of the aggregate amount of the Commitments by requiring any Lender that has failed to consent to such later date on Extension Amendment (such terms Lender, a “Non-Extending Lender”) to assign its Loans and conditions as its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender may then require. If or an Affiliate of a Lender) and (ii) each Issuing Bank (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the extension of this Agreement Borrower owing to such later date is acceptable Non-Extending Lender being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the Borrowers on principal amount thereof plus accrued and unpaid interest thereon and the terms and conditions proposed by replacement Lender or, at the Lenderoption of the Borrower, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Datepay any amount required by Section 9.04(b), and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lenderif applicable, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion the replacement Lender shall execute and deliver such Extension Amendment and (iv) such assignment does not conflict with applicable law. No action by or consent of counsel the Non-Extending Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 9.06; provided that if such Non-Extending Lender does not comply with Section 9.06 within five Business Days after the Borrower’s request, compliance with Section 9.06 (but only on the part of the Non-Extending Lender) shall not be required to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendereffect such assignment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Zoetis Inc.)

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto November 6, the Termination Date then in effect 2006 or any anniversary thereof (the “each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower's request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a "Declining Lender") will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Appears in 1 contract

Samples: Credit Agreement (Southern California Edison Co)

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