Replacement of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in [Section 2.14(d)] and the other conditions to the effectiveness of any such extension set forth in [Section 2.14(f)], the Borrowers shall have the right (but not the obligation), in their sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary Date, elect to replace any Non-Extending Lender by causing such Non-Extending Lender to assign and delegate, without recourse, its interests, rights and obligations as a Lender under this Agreement and the related Loan Documents to one or more existing Lenders or Eligible Assignees pursuant to the terms of [Section 11.13].
If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
Revolving Credit Commitment Reduction. After giving effect to reduction of Revolving Credit Commitments contemplated by this Amendment, on the effective date of this Amendment, the Revolving Facility Usage shall not exceed the aggregate Revolving Credit Commitments of the Lenders as so reduced.
any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least ten Business Days notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Lenders Commitments. Such termination shall be effective, # with respect to such Lenders Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than ten Business Days after receipt of such notice and # with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurodollar Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lenders Commitments under this [Section 2.05(b)], the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Lender and pay any accrued commitment fees payable to such Lender pursuant to the provisions of [Section 2.04], and all other amounts payable to such Lender hereunder (including, but not limited to, any increased costs or other amounts owing under [Section 2.11] and any indemnification for Taxes under [Section 2.14]); and upon such payments, the obligations of such Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Lenders rights under [[Sections 2.11, 2.14 and 8.04]4]4]]4]4], and its obligations under [Section 7.05] shall survive such release and discharge as to matters occurring prior to such date. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this [Section 2.05(b)] may not be reinstated; provided, further, however, that if pursuant to this [Section 2.05(b)], the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrower shall either # confirm to the Agent that the conditions set forth in [Section 3.03(a)] are met on and as of such date of payment or # pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.
“Non-Extending Lenders” has the meaning specified in [Section 2.17(d)].
Extension. Each undersigned lender other than the lender listed on [Schedule I] hereto (such lender, the “Non-Extending Lender” and each other lender party hereto, an “Extending Lender” and together, the “Extending Lenders”) hereby agrees to amend the Credit Agreement to extend, effective on the Amendment Effective Date, the Termination Date under the Credit Agreement in respect of such Extending Lender’s Commitment for one year to and by their acceptance hereof the Borrowers hereby confirm that the conditions set forth in [[Section 2.19(b)(i) and (ii)])]])] of the Credit Agreement are satisfied as to such extension. For the avoidance of doubt, the Termination Date under the Credit Agreement with respect to the Non-Extending Lender’s Commitment shall be the “Termination Date” under the Credit Agreement as in effect immediately prior to the Amendment Effective Date and the Non-Extending Lender is party to this Amendment solely for purposes of consenting to the amendments set forth in [Section 3] below and not for purposes of this [Section 2].
New Revolving Commitment Lenders. Following any Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provide Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for # payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and # repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Each of the undersigned Extending Lenders has agreed to extend its Commitment in accordance with [Schedule I] hereto.
SECTION # Extensions. (a) The Borrower may, at any time or from time to time but not more than twice during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), given not less than 30 days prior to the Maturity Date at any time in effect, request (each, a “Maturity Date Extension Request”) that the Lenders extend the Maturity Date for an additional one-year period (each, an “Extension”); provided that after giving effect to any such Extension, the period of time remaining prior to the Maturity Date (as so extended) shall not exceed five years from the effective date of such Extension. 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 Maturity Date Extension Request, advise the Borrower and the Administrative Agent whether or not it agrees to the requested Extension (each Lender agreeing to a requested Extension being called an “Extending Lender”, and each Lender declining to agree to a requested Extension being called a “Non-Extending 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 the requested Extension and shall be a Non-Extending Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, solely as to the Extending Lenders, be extended by one year to the anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of each Non-Extending Lender shall terminate on the Maturity Date in effect prior to giving effect to the applicable Extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of the Loans pursuant to [Section 2.10] as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Non-Extending Lenders pursuant to this sentence, # no Lender’s Revolving Exposure shall exceed such Lender’s Revolving Commitment and # the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment.
Assigned Commitments means the Commitments of Non-Extending Lenders to be replaced pursuant to [Section 2.15(b)(ii)(2)(Y)].
Scheduled Termination. Unless previously terminated, the Commitments of each Class shall terminate on the Commitment Termination Date; provided that the Commitments held by the Non-Extending shall terminate on the Existing Commitment Termination Date.
“Availability Period” means the period from and including the Original Effective Date to but excluding the earlier of # with respect to # the Commitments of Non-Extending , the Existing Commitment Termination Date, and # Swingline Loans, Letters of Credit and the Commitments of Extending , the Commitment Termination Date and # the date of termination of the Commitments in full.
effective as of the Existing Maturity Date, the Maturity Date for such Extending shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in [Section 2.25(d)]. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and, subject to [Section 2.25(c)] below, the total Commitments hereunder shall be reduced by the Commitments of the Non-Extending so terminated on such Existing Maturity Date.
all of such LC Exposure held by the Non-Extending shall be reallocated among the remaining in accordance with their respective Applicable Dollar Percentages or Applicable Multicurrency Percentages, as the case may be, but only to the extent # the sum of all Revolving Credit Exposures (other than Loans of Non-Extending ) does not exceed the total of all Extending ’ Commitments, # no Extending Lender’s Revolving Credit Exposure will exceed such Lender’s Commitment, and # the conditions set forth in [Section 4.02] are satisfied at such time; and
Partial Reduction of Total Revolving Commitment. Upon at least three Business Days’ prior irrevocable written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right to partially and permanently reduce the Unused Total Revolving Commitment; provided, however, that # any such reduction shall apply to proportionately, except as set forth in [Sections 2.18] (based on each Lender’s Revolving Facility Percentage) and permanently reduce the Revolving Commitment of each Lender, # such reduction shall apply to proportionately, except as set forth in [Sections 2.18], and permanently reduce the LC Commitment Amount, but only to the extent that the Unused Commitment would be reduced below any such limits, # no such reduction shall be permitted if the Borrower would be required to make a mandatory prepayment of Loans or cash collateralize Letters of Credit pursuant to [Section 2.13], and # any partial reduction shall be in the amount of at least (or, if greater, in integral multiples of ).
Joint Venture”) the Borrower shall pay to the Administrative Agent, for distribution ratably to the Lenders, a commitment reduction fee equal to # 1.0% of the amount of such permanent reduction to the Revolver Commitment, if such reduction occurs on or prior to the second anniversary of the Restatement Date and # 0.25% of the amount of such reduction, if such reduction occurs after the second anniversary of the Restatement Date and ninety (90) days prior to the third anniversary of the Restatement Date. Each reduction shall be made ratably among the Lenders in accordance with their respective Revolver Commitments.
Additional Commitment . The Company shall have the right to replace each Non‑Extending Lender with, and add as “” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in [Section 10.13]; provided that each of such Additional Commitment shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).
Section # Commitment Reduction. Pursuant to [Section 2.4] of the Credit Agreement, the Borrower hereby elects to reduce, effective as of the date hereof, the Revolving Credit Commitments to . The Administrative Agent and the Lenders hereby waive the requirement of three Business Days’ prior written notice required under [Section 2.4] of the Credit Agreement with respect to such Revolving Credit Commitment reduction.
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