Extension of the Termination Date. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension Agreement.
Appears in 1 contract
Extension of the Termination Date. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue continue, with their commitments unaffected unaffected, to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension Agreement.
Appears in 1 contract
Extension of the Termination Date. The Termination Date may be extended, extended in the manner set forth in this Sectionsubsection 2.01(c) on not more than two occasions, in each case for a period of 364 days after the date on which from the Termination Date would otherwise have occurredthen in effect. If the Borrower wishes to extend request an extension of the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days 45 nor more than 150 60 days following the delivery prior to the Administrative Agent of the audited annual financial statements of Borrower Termination Date then in accordance with Section 5.01(a)effect, whereupon the Administrative Agent shall immediately notify each of the Lenders Banks of such noticerequest. Each Lender Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within the period ending on the later of 30 days following the submission of the Borrower's request such notice to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date")Administrative Agent. If a Lender or Lenders less than all Banks respond negatively or fail to timely respond affirmatively to such requestrequest within 30 days, but such non-extending Lender(s) have Commitment(s) aggregating less then so long as Banks having more than 331/350% of the aggregate amount of the CommitmentsCommitments shall have responded affirmatively, the Banks that do not elect to extend the Termination Date shall if so requested by the Borrower shall, for a period of up assign their Commitments in their entirety to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the LendersAssignees pursuant to Section 9.06(c) which Assignees will agree to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of extend the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject Subject to receipt by the Administrative Agent no earlier than 30 days prior to the Termination Date then in effect of counterparts of an Extension Agreement in substantially the form of Exhibit G I hereto duly completed and signed by all each of the parties hereto (other than non-consenting Lenders)Banks responding affirmatively to the Borrower's request for extension and each Assignee contemplated by the preceding sentence, the Termination Date shall be extended for the period set forth in this Section 2.23 specified above as to such parties, and in the Extension AgreementCommitment of any Bank which shall not have responded affirmatively, to the extent such Commitment shall not have been assigned as contemplated by the preceding sentence, shall terminate on the unextended Termination Date (and no such Bank shall be obligated to make a Term Loan on such unextended Termination Date).
Appears in 1 contract
Samples: Credit Agreement (Praxair Inc)
Extension of the Termination Date. The Termination Date may be extended, in the manner set forth in this Section, extended for a period of 364 days up to one year after the date on which the Termination Date would otherwise have occurredoccurred in accordance with the provisions of this Section. If the Borrower wishes to extend request an extension of the Termination Date, it shall give written notice to that effect to the Administrative Syndication Agent not less than 90 days 45 nor more than 150 90 days following the delivery prior to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a)any Extension Date, whereupon the Administrative Syndication Agent shall notify each of the Lenders Banks of such notice. Each Lender Bank will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date")days. If a Lender Bank or Lenders Banks respond negatively or fail to timely respond to such request, but such non-extending Lender(s) Banks have Commitment(s) aggregating Commitments totaling less than 331/333 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination that Extension Date), have the right, with the assistance of the Administrative Syndication Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the LendersBanks) to assume the Commitment(s) Commitments of such non-extending Lender(s)Banks. No Lender Bank which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders Banks through the Administrative Syndication Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) Commitments of such non-extending Lender(s)Banks, whereupon the Lenders Banks who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Syndication Agent to assume the Commitments of such non-extending LendersBanks, whereupon the aggregate amount of such Commitment(s) Commitments shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders Banks having Commitment(s) Commitments totaling not less than 662/366 2/3% of the aggregate amount of the Commitment(s) Commitments shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Syndication Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G I duly completed and signed by all of the parties hereto (other than non-consenting LendersBanks), the Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension Agreement.2.23
Appears in 1 contract
Extension of the Termination Date. The Termination Date may be extended, in the manner set forth in this Section, for a period At least 30 but not more than 90 days prior to each anniversary of 364 days after the date on which hereof (but in any event no later than 60 days prior to the Termination Date would otherwise have occurred. If the Borrower wishes to extend the then-scheduled Termination Date), it shall give the Account Party may, by delivering a written notice to that such effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a(each such request being irrevocable), whereupon the Administrative Agent shall notify request that each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to Bank consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such nonone-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an year extension of the Termination Date. Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Banks. Within 30 days following the giving of such notice by the Account Party, the Banks shall indicate to the Administrative Agent whether the Account Party's request to so extend the then-scheduled Termination Date is acceptable to the Banks (and, if so, the conditions, if any, relating to such acceptance, including conditions relating to renewal fees payable and legal documentation), it being understood that the unanimous written consent of the Issuing Banks and the Participating Banks shall be required to effect any such requested extension, that the determination by each Bank will be in which case its sole and absolute discretion and that the Commitments shall continue unaffected. The failure of the Borrower any Bank to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence so respond within such period shall be deemed to constitute a withdrawal of its request for an extension as contemplated refusal by clause (ii) whether or not notice such Bank to consent to such effect request (with the result being that such request is givendenied). So long as Lenders having Commitment(s) totaling not less than 662/3% The Administrative Agent shall promptly notify the Account Party and the Banks of the aggregate amount result of the Commitment(s) shall have responded affirmatively to such a request, and if such request is not withdrawn in accordance with the preceding sentence, then, subject shall have been consented to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto Banks, upon the satisfaction of all of the conditions for extension (other than non-consenting Lendersincluding the payment of any renewal fees and the costs and expenses of effecting the extension of the Termination Date), and provided that no Default shall have occurred and then be continuing, the Termination Date shall be extended for to the period set forth in this Section 2.23 first anniversary of the then-scheduled Termination Date; PROVIDED, HOWEVER, that the Termination Date shall be so extended notwithstanding the existence of one or more Issuing Banks (the "NONEXTENDING ISSUING BANKS") that have elected not to extend (or failed to notify the Administrative Agent of its (or their) consent to extend) if each such Nonextending Issuing Bank has been terminated as an Issuing Bank hereunder, and in all Letters of Credit issued (or deemed issued) by such Nonextending Issuing Bank have been cancelled or replaced by new Letters of Credit issued by one or more other Issuing Banks pursuant to the Extension Agreementterms hereof.
Appears in 1 contract
Samples: Aes Corporation
Extension of the Termination Date. The (a) Unless the Termination Date may be extendedpreviously shall have occurred in accordance with the terms of this Agreement, in at least 30 days but not more than 45 days before any Extension Date, the manner set forth in this SectionBorrowers may, by notice to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent and the Lenders extend the Termination Date for a period of 364 days after the date on which the Termination Date would otherwise have occurredone year. If the Borrower wishes Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 Date at least 20 days prior to the then scheduled Termination Date (the "Response such Extension Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitmentsand, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not no later than 15 days prior to such Extension Date, the then effective Termination DateAdministrative Agent shall notify the Borrowers in writing if the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), have the right, with the assistance of and if the Administrative AgentAgent shall not so notify the Borrowers, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more such lack of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent notification shall be deemed to have consented be a determination not to a request consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Borrower under this Section. Not later than the third Domestic Business Day Total Commitment in effect immediately prior to the end effectiveness of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the any proposed extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or and (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, all representations and warranties contained in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, Section 6.01 are true and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), correct on the Termination Date shall be extended for as in effect immediately prior to the period set forth in this Section 2.23 and in the Extension Agreementeffectiveness of such proposed extension.
Appears in 1 contract
Samples: Credit Agreement (Western Massachusetts Electric Co)
Extension of the Termination Date. The (a) Unless the Termination Date may be extendedpreviously shall have occurred in accordance with the terms of this Agreement, in at least 30 days but not more than 45 days before any Extension Date, the manner set forth in this SectionBorrower may, by notice to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent, the Fronting Banks and the Lenders extend the Termination Date for a period of 364 days after the date on which the Termination Date would otherwise have occurredone year. If the Borrower wishes shall make such request, the Administrative Agent shall promptly inform the Fronting Banks and the Lenders thereof. Each Fronting Bank and each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 Date at least 20 days prior to the then scheduled Termination Date (the "Response such Extension Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitmentsand, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not no later than 15 days prior to such Extension Date, the then effective Termination DateAdministrative Agent shall notify the Borrower in writing if the Fronting Bank and Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Fronting Bank and each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), have the right, with the assistance of and if the Administrative AgentAgent shall not so notify the Borrower, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more such lack of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent notification shall be deemed to have consented be a determination not to a request consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Borrower under this Section. Not later than the third Domestic Business Day Total Commitment in effect immediately prior to the end effectiveness of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the any proposed extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or and (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments no Event of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, Default has occurred and is continuing and all representations and warranties contained in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, Section 6.01 are true and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), correct on the Termination Date shall be extended for as in effect immediately prior to the period set forth in this Section 2.23 and in the Extension Agreementeffectiveness of such proposed extension.
Appears in 1 contract
Samples: Credit Agreement (Western Massachusetts Electric Co)
Extension of the Termination Date. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended for the period set forth in this Section 2.23 and in the Extension Agreement.or
Appears in 1 contract
Extension of the Termination Date. The Termination (a) Not earlier than 60 days prior to, nor later than 30 days prior to each anniversary of the Closing DateFirst Amendment Effective Date may be extended(each, in the manner set forth in this Sectionan “Anniversary Date”), for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written may request by notice to that effect made to the Administrative Agent (which shall promptly notify the Lenders thereof) a one-year extension of the Termination Date. Each Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 90 15 days prior to, nor more than 150 30 days prior to, the Extension EffectiveAnniversary Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have consented to extending the Termination Date. The Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two (2) extensions of the Termination Date pursuant to this Section following the delivery First Amendment Effective Date. For the avoidance of doubt, at no time may the term of this Agreement exceed two (2) years. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each a “Declining Lender”), the Administrative Agent of Borrower shall have the audited annual financial statements of Borrower right to replace such Declining Lender in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"2.20(b). If Any Lender replacing a Declining Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and shall not be deemed to be a request by Declining Lender. (c) If the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Required Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), the Termination Date shall be extended (solely with respect to each Lender that consented to the extension) to the date that is one year after the then-effective Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension EffectiveAnniversary Date”). On or prior to the Extension EffectiveAnniversary Date, the Borrower shall deliver to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (i) the resolutions of the Borrower authorizing such extension, certified as being in effect as of the Extension EffectiveAnniversary Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the period set forth in this Section 2.23 Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and in (iii) a certificate of the Borrower stating that on and as of such Extension Agreement.EffectiveAnniversary Date, and after giving effect to the extension to be effective on such date, all conditions precedent to an Extension of Credit are satisfied. On each Extension Effective Dateor prior to the Termination Date applicable to any Declining Lender, 28 AmericasActive:16797229.116797229.4
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
