Conditions to Effectiveness of Extensions. As conditions precedent to each such extension: (i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom. (ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, and (B) no Default or Event of Default exists or would result therefrom.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of each such extension:extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) On the Extension Effective Date, immediately after giving effect to the extension of the Initial Maturity Date or the Extended Maturity Date, as the applicable, Total Asset Value shall be at least (x) $900,000,000 in the case of an extension of the Initial Maturity Date, and (y) $1,250,000,000 in the case of an extension of the Extended Maturity Date;
(iv) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of each Loan Party the Borrower dated as of the applicable Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Extension Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date date, and except that for purposes of this Section 2.132.14, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default or Event of Default exists or would result therefromexists.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Expiration Date or the Term Loan Maturity Date pursuant to each such extensionthis Section 5.16 shall only be effective with respect to any Lender on the Extension Effective Date if:
(i) Borrower shall deliver to Administrative Agent a certificate in the case of each Loan Party dated as any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Closing Date Effective Date;
(in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (Bii) in the case of Borrowerany proposed extension of the Term Loan Maturity Date, certifying thatthe total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date;
(iii) as of the date of such extension, before and after giving effect to such extensionthereto, (1) the representations representations, warranties of the Borrower and warranties contained the other Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Closing Datecorrect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date date, and except that for purposes of this Section 2.135.16, the representations and warranties contained in Section 6.02 6.6 shall be deemed to refer to the most recent statements furnished pursuant to clauses Section 8.11 (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender other Loan Party shall be reasonably satisfied with, deemed to have made all such representations and warranties on the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.proposed Extension Effective Date);
(iv) On the date no Event of the notice described in Section 2.13(a) Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(vi) on or before the Expiration Date or Term Loan Maturity Date of each Non-Extending Lender (A) the representations Borrower shall have paid in full the principal of and warranties contained in the Loan Documents are true and correct interest on and as all of the Extension Closing Date, except Loans made by such Non-Extending Lender to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lender shall no Default longer be a “Lender” hereunder); and
(vii) if such extension is being effectuated in accordance with the last paragraph of Section 12.1 pursuant to which the terms of such extended Loans or Event of Default exists or would result therefromCommitments are being amended, an amendment entered into by the parties required by such provision shall have become effective.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to each such extension:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Maturity Date then in effect (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct on and as of the Extension Closing DateMaturity Date then in effect, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date date, and except that for purposes of this Section 2.13, the representations and warranties contained in clauses (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) ), respectively, of Section 7.036.01, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing DateMaturity Date of each Non-Extending Lender, Borrower shall prepay any Loans outstanding on such date to such Non-Extending Lender (and pay any additional amounts required pursuant to Section 3.05) and such other Loans to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders that are not Non-Extending Lenders effective as of such date.
(iii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iiiiv) (xA) upon Upon the reasonable request of any Lender Lender, including any Additional Commitment Lender, made at least fifteen (15) 15 days prior to the Closing Maturity Date of the extensionthen in effect, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least ten (10) 10 days prior to the Closing Maturity Date of the extension then in effect and (yB) at least ten (10) 10 days prior to the Closing Maturity Date of the extensionthen in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(ivv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Closing DateMaturity Date then in effect, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date date, and except that for purposes of this Section 2.13, the representations and warranties contained in clauses (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and a) and (b) ), respectively, of Section 7.036.01, and (B) no Default or Event of Default exists or would result therefrom.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date as determined in good faith by the Administrative Agent (the first date on which such extension:conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an 64054670 64 extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of each Loan Party Holdings dated as of the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party Holdings (Ai) certifying and attaching that, as of the Extension Effective Date, the resolutions adopted by such Loan Party approving delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or consenting to such extension superseded since the date of adoption and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Extension Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and except that (z) for purposes of this Section 2.132.17, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default or Event of Default exists or would result therefromexists.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis subsection shall not be effective unless:
(i) Borrower no Default or Event of Default shall deliver to Administrative Agent a certificate of each Loan Party dated as of have occurred and be continuing on the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer date of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, thereto;
(1ii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects, on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct as though made on and as of the Extension Closing Datesuch date (or, except if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, in which case they are true and correct only as of such earlier date and except that for purposes of this Section 2.13specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the representations and warranties contrary contained in Section 6.02 the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be deemed effective prior to refer or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the most recent statements furnished pursuant Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to clauses the Administrative Agent for the six-month period ending on the Maturity Date (a)and after giving effect to the proposed extension);
(bvi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of Section 7.03the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (Bii) no Default or Event a private letter corporate family rating and private letter ratings for each of Default exists or would result therefromthe Loans made under this Agreement from M▇▇▇▇’▇.
Appears in 1 contract
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section 4.6 shall not be effective with respect to any Lender unless:
(a) No Default or Event of Default shall have occurred and be continuing under this Agreement or the other Loan Documents as of the Extension Request Date or the Extension Effective Date.
(b) The representations and warranties in the Loan Documents shall be true and correct and in all material respects on the Extension Request Date and on the Extension Effective Date.
(c) No mechanic's or materialmen's lien or other encumbrance (excluding Permitted Liens) likely to result in a Material Adverse Change shall have been filed and remain in effect against any of the Projects.
(d) The Title Policies shall have been endorsed and down-dated in a manner satisfactory to Agent with no additional title change or exception, except the matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(e) As conditions precedent of the Extension Request Date and the Extension Effective Date, there is no Material Adverse Change.
(f) As of the Extension Request Date, the Loan Amount shall not exceed seventy percent (70%) of the aggregate Appraised Value of the Projects (excluding any Units released from the Security Instruments) and Borrower shall have delivered to each Agent such other information, documents, and supplemental legal opinions as may be reasonably required by Agent.
(g) Borrower shall execute such modifications and other documents that Agent may reasonably require and shall pay or reimburse Agent for all expenses and costs it incurs in connection with such extension:.
(h) As of the Extension Request Date, the Net Sales Proceeds (Projected) from Sales Contracts from the unreleased Projects are at least ninety percent (90%) of the aggregate Loan Amount Project Allocations with respect to unreleased Projects.
(i) Borrower shall deliver pay to Administrative Agent a certificate of each Loan Party dated as of on the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount any extension fee agreed to be determined by Borrower and Administrative Agent at the time of any request to extend such Lenders.
(j) On the Maturity Date under this Section, which fee shall, when paid, be fully earned and nonof each Non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extensionExtending Lender, Borrower shall have provided prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such Lenderdate (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Advances ratable with any revised Loan Percentages of the respective Lenders effective as of such date. To the extent any Non-Extending Lender is not replaced by an Additional Commitment Lender as of the Existing Maturity Date, the Commitment and such Note of the Non-Extending Lender shall be reasonably satisfied with, the documentation assigned to Agent and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies held as a “legal entity customer” under the Beneficial Ownership Regulation treasury note (a "Non-Extending Lender Treasury Note"). Borrower shall have delivered, not be permitted to each draw any Advances with respect to any Non-Extending Lender that so requests, Treasury Note until such time as an additional Commitment Lender assumes such Commitment from Agent and receives a Beneficial Ownership Certification in relation replacement Note with respect to such Commitment. Neither the Loan Party.
(iv) On Amount nor the date ability of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained Borrower to receive an increase in the Loan Documents are true and correct on and as of the Extension Closing Date, except Amount pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 2.4 shall be deemed to refer to affected by the most recent statements furnished pursuant to clauses (a)and (b) withdrawal of Section 7.03, and (B) no Default or Event of Default exists or would result therefroma Non-Extending Lender.
Appears in 1 contract
Sources: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis Section shall not be effective with respect to any Lender unless:
(i1) Borrower no Potential Default or Event of Default shall deliver to Administrative Agent a certificate of each Loan Party dated as have occurred and be continuing on the date of the Extension Closing extension request or on the Initial Expiration Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, ;
(12) the representations and warranties contained in Article VI this Agreement are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(3) the Extension Closing Borrower shall have executed and delivered to the Agent such agreements and documents as the Agent may reasonably require incident to such extension;
(4) the Borrower shall have reimbursed the Agent and the Lenders for all reasonable costs and expenses incurred by each of them in connection with such extension request;
(5) Borrower shall pay such fees as are mutually agreed upon by Agent, Borrower, and the applicable Extending Lenders; such fees shall be based on market conditions prevailing at the time of such increase for similar syndicated credit transactions with similarly situated Loan Parties; and
(6) on the Initial Expiration Date, except the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.06) to the extent that such representations and warranties specifically refer necessary to an earlier date, in which case they are true and correct keep outstanding Loans ratable with any revised Applicable Commitment Percentages of the respective Lenders effective as of such earlier date and except that for purposes of this Section 2.13, date. In no event shall the representations and warranties contained in Section 6.02 shall Initial Expiration Date be deemed to refer extended pursuant to the most recent statements furnished pursuant to clauses (a)and (b) provisions above, unless and until the Agent shall have notified the Borrower in writing that all of Section 7.03, the conditions set forth herein have been satisfied and (B) no Default or Event of Default exists or would result therefromthat the Extended Expiration Date is in effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis subsection shall not be effective unless:
(i) Borrower no Default or Event of Default shall deliver to Administrative Agent a certificate of each Loan Party dated as of have occurred and be continuing on the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer date of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, thereto;
(1ii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects, on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct as though made on and as of the Extension Closing Datesuch date (or, except if any such representation or warranty is expressly stated to the extent that such representations and warranties specifically refer to an earlier have been made as of a specific date, in which case they are true and correct only as of such earlier date and except that for purposes of this Section 2.13specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the representations and warranties contrary contained in Section 6.02 the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the Second Lien Credit Agreement to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the Second Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be deemed effective prior to refer or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the most recent statements furnished pursuant Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to clauses the Administrative Agent for the six-month period ending on the Maturity Date (a)and after giving effect to the proposed extension);
(bvi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of Section 7.03the Loans and the Second Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and Second Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension);
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (Bii) no Default or Event a private letter corporate family rating and private letter ratings for each of Default exists or would result therefromthe Loans made under this Agreement from M▇▇▇▇’▇.
Appears in 1 contract
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. As conditions a condition precedent to each such extension:
the extension of the Maturity Date pursuant to this Section: (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Borrower certifying that (A) certifying and attaching no Default exists on the resolutions adopted by date of such Loan Party approving certificate, either before or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, ; (1B) the representations and warranties of the Loan Parties contained in Article VI this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect theretothereto (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date and except that such materiality qualifier shall not apply to the extent that any such representation or warranty is qualified by materiality); and (AC) there has been no event or circumstance since the representations Execution Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) on the Maturity Date applicable to each Non-Extending Lender, the Borrower shall prepay, on a non pro rata basis with respect to Extending Lenders, any Committed Loans outstanding on such date (and warranties contained pay any additional amounts required pursuant to Section 3.05) to the extent necessary to satisfy in full the Obligations due to such Non-Extending Lender under the Loan Documents are true and correct on and as of such date; (iii) on the Extension Closing DateMaturity Date applicable to each Non-Extending Lender, except all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and the Additional Commitment Lenders in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such representations and warranties specifically refer reallocation does not cause, with respect to an earlier dateany Extending Lender or Additional Commitment Lender, in which case they are true and correct as the aggregate Outstanding Amount of the Committed Loans of such earlier date Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Commitments as in effect at such time; and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, and (B) no Default or Event of Default exists or would result therefrom.16208864_8 50
Appears in 1 contract
Sources: Credit Agreement (Oneok Inc /New/)
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of any such extension of the Revolver Maturity Date or the Term Loan Maturity Date, as applicable, each of the following requirements shall be satisfied or waived on or prior to the Initial Revolver Maturity Date or the Initial Term Loan Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such extension:conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) Borrower On the date of such Revolver Extension Notice or Term Extension Notice, as the case may be, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date or Term Loan Maturity Date, as applicable, no Default shall deliver have occurred and be continuing;
(ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by (x) in the case of an extension of the Revolver Maturity Date, the amount of the Aggregate Revolving Commitments as in effect on the Extension Effective Date and (y) in the case of an extension of the Term Loan Maturity Date, the aggregate outstanding principal amount of the Term Loans on the Extension Effective Date, in each case, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason;
(iii) The Administrative Agent shall have received a certificate of each Loan Party the Parent dated as of the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Parent (Ai) (x) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension or (y) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date and/or the Term Loan Maturity Date, as applicable, for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date or Initial Term Loan Maturity Date, as applicable) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Extension Closing Datedate the proposed extension is to become effective, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and except that (z) for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default exists; and
(iv) The Borrowers and the other Loan Parties shall have delivered to the Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or Event defenses with respect to the payment or performance of Default exists or would result therefromany of the Obligations, including, without limitation, reaffirmations of the Guaranty, executed by the Loan Parties party thereto.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of each such extension:extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) On the Extension Effective Date, immediately after giving effect to the extension of the Initial Maturity Date or the Extended Maturity Date, as the applicable, Total Asset Value shall be at least (x) $900,000,000 in the case of an extension of the Initial Maturity Date, and (y) $1,250,000,000 in the case of an extension of the Extended Maturity Date;
(iv) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of each Loan Party the Borrower dated as of the applicable Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) (A) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension and or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the case date of Borrower, adoption and (ii) certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Extension Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date date, and except that for purposes of this Section 2.132.14, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default or Event of Default exists or would result therefromexists.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of each such extension:extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.12(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee as set forth in the Fee Letter with respect to each respective extension (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(iv) The Administrative Agent shall have received a certificate of each Loan Party the Borrower dated as of the applicable Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax)(1) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension or (2) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (By) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties made in this Agreement and the other Loan Documents, or which are contained in Article VI any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Extension date the proposed extension is to become effective (other than the representation in Section 6.05(c), which shall be made only as of the Closing Date), except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, (B) in the case of the representations and warranties set forth on Exhibit E, which representations and warranties are true and correct with respect to each Pledged Asset subject only to any exceptions set forth in the Confirmation Statement with respect to such Pledged Asset or in any Exception Notice with respect to such Pledged Assets which have been delivered to the Administrative Agent at least ten Business Days prior to the date of any such extension and except (C) that for purposes of this Section 2.132.12, the representations and warranties contained in subsections (a) and (b) of Section 6.02 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.037.01, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, occurred and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyis then continuing.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, and (B) no Default or Event of Default exists or would result therefrom.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to each such extension:
, (i1) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) effective date of such extension signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI Section 5 and the other Loan Documents are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the Extension Closing Dateeffective date of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date date, and except that for purposes of this Section 2.132.5, the representations and warranties contained in Section 6.02 5.1 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsection (a) and (bc) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.1, and (B) no Default exists and (2) with respect to each Mortgaged Property, the Borrower shall deliver to the Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto), and if a Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or Event any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of Default exists 1968 (as now or would result therefromhereafter in effect or successor act thereto), evidence of flood insurance confirming that such insurance has been obtained with a financially sound and reputable insurer, in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws. In addition, on the Term Loan Maturity Date of each Non-Extending Term Lender, the Borrower shall repay any non-extended Term Loans of such Non-Extending Term Lender outstanding on such date.”
(k) Section 3.15(e) of the Credit Agreement is hereby amended by replacing the last proviso of such Section in its entirety with the following: “provided, further, that except to the extent otherwise expressly agreed by the affected parties and subject to Section 11.18, no change hereunder from Defaulting Lender to Non- 72906207_8 Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.”
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of each such extension:extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.13(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.0625% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of each Loan Party the Borrower dated as of the applicable Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Extension Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.036.01, and (2B) no Default or Event of Default exists or would result therefrom.and is continuing; and
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (xv) upon the reasonable request of any Lender made at least fifteen ten (1510) days prior to the Closing Date of applicable Extension Effective Date, the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, anti-money-laundering rules laws, including, without limitation, the PATRIOT Act, and regulations, including the ActBeneficial Ownership Regulation, in each case at least ten five (105) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyapplicable Extension Effective Date.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, and (B) no Default or Event of Default exists or would result therefrom.
Appears in 1 contract
Sources: Credit Agreement (Safehold Inc.)
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis Section 2.15 shall only be effective with respect to any Lender on the Extension Effective Date if:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrowerany proposed extension of the Maturity Date, certifying thatthe total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Maturity Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, before and after giving effect to such extensionthereto, (1) the representations representations, warranties of the Borrower and warranties contained the other Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Effect, in which event shall be true and as of the Extension Closing Datecorrect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date date, and except that for purposes of this Section 2.132.15, the representations and warranties contained in Section 6.02 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and or (b) of Section 7.03), as applicable (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(2iii) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, occurred and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and continuing on the date of such extension and after giving effect thereto;
(iv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(v) on or before the Maturity Date of each Non-Extending Lender, (A) the representations Borrower shall have paid in full the principal of and warranties contained in the Loan Documents are true and correct interest on and as all of the Extension Closing Date, except Loans made by such Non-Extending Lender to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (v) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Maturity Date and such Non-Extending Lender shall no Default longer be a “Lender” hereunder); and
(vi) if such extension is being effectuated in accordance with the last paragraph of Section 10.01 pursuant to which the terms of such extended Loans or Event of Default exists or would result therefromCommitments are being amended, an amendment entered into by the parties required by such provision shall have become effective.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis Section 4.6 shall not be effective with respect to any Lender unless:
(ia) Borrower No Event of Default shall deliver to Administrative Agent a certificate of each have occurred and be continuing under this Agreement or the other Loan Party dated Documents as of the Extension Closing Request Date.
(b) If required by the Title Company to insure the original priority of the Security Instruments, the applicable Title Policies shall have been endorsed and down-dated in a manner satisfactory to Agent with no additional title change or exception, except the matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(c) As of the Extension Request Date, there is no Material Adverse Change.
(d) As of the Extension Request Date, the Loan Amount shall not exceed seventy percent (70%) of the aggregate Appraised Value of the Projects (excluding any Units released from the Security Instruments) and Borrower shall have delivered to Agent such other information, documents, and supplemental legal opinions as may be reasonably required by Agent.
(e) Borrower shall execute such modifications and other documents that Agent may reasonably require and shall pay or reimburse Agent for all expenses and costs it incurs in connection with such extension.
(f) As of the Extension Request Date, the Net Sales Proceeds (Projected) from Sales Contracts from the unreleased Projects are at least ninety percent (90%) of the aggregate Loan Amount Project Allocations with respect to unreleased Projects.
(g) On the Maturity Date of each Non-Extending Lender, Borrower shall prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such date (in sufficient copies for each Lender and each Additional Lenderpay any additional amounts required pursuant to Section 4.11) signed by a Responsible Officer to the extent necessary to keep outstanding Advances ratable with any revised Loan Percentages of the respective Lenders effective as of such Loan Party (A) certifying and attaching date. To the resolutions adopted extent any Non-Extending Lender is not replaced by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI are true and correct on and an Additional Commitment Lender as of the Extension Closing Existing Maturity Date, except to the extent that such representations Commitment and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date Note of the extension, Borrower shall have provided to such Lender, and such Non-Extending Lender shall be reasonably satisfied with, the documentation assigned to Agent and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies held as a treasury note (a “legal entity customer” under the Beneficial Ownership Regulation Non-Extending Lender Treasury Note”). Borrower shall have delivered, not be permitted to each draw any Advances with respect to any Non-Extending Lender that so requests, Treasury Note until such time as an additional Commitment Lender assumes such Commitment from Agent and receives a Beneficial Ownership Certification in relation replacement Note with respect to such Commitment. Neither the Loan Party.
(iv) On Amount nor the date ability of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained Borrower to receive an increase in the Loan Documents are true and correct on and as of the Extension Closing Date, except Amount pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 2.4 shall be deemed to refer to affected by the most recent statements furnished pursuant to clauses (a)and (b) withdrawal of Section 7.03, and (B) no Default or Event of Default exists or would result therefroma Non-Extending Lender.
Appears in 1 contract
Sources: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Expiration Date pursuant to each such extension:
this Section shall only be effective with respect to any Lender on the Extension Effective Date if: (i) Borrower the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall deliver be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to Administrative Agent a certificate of each Loan Party dated the Extension Effective Date; (ii) [reserved]; (iii) as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer date of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrowerextension, certifying that, before and after giving effect to such extensionthereto, (1) the representations and warranties contained of the Borrower and the other Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Closing Datecorrect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct) as of such earlier date date, and except that for purposes of this Section 2.13Section, the representations and warranties contained in Section 6.02 6.6(a) [Historical Statements] shall be deemed to refer to the most recent statements furnished pursuant to clauses Section 8.12 [Reporting Requirements] (a) and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (b) of Section 7.03, and (2iv) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower Potential Default shall have provided to such Lender, occurred and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and continuing on the date of such extension and after giving effect thereto; (v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(A) the representations Borrower shall have paid in full the principal of and warranties contained in the Loan Documents are true and correct interest on and as all of the Extension Closing Date, except Loans made by such Non-Extending Lender to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date and such Non-Extending Lender shall no Default longer be a “Lender” hereunder); and (vii) if such extension is being effectuated in accordance with the last paragraph of Section 12.1 [Modifications, Amendments or Event Waivers] pursuant to which the terms of Default exists such extended Loans or would result therefromCommitments are being amended, an amendment entered into by the parties required by such provision shall have become effective.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Logitech International S.A.)
Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Expiration Date pursuant to each such extensionthis Section shall only be effective with respect to any Lender if:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer date of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrowerextension, certifying that, before and after giving effect to such extensionthereto, (1) the representations and warranties contained of the Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and as of the Extension Closing Datewarranties shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct) as of such earlier date date, except for changes in factual circumstances, which changes do not constitute a Potential Default or Event of Default hereunder, and except that for purposes of this Section 2.13Section, the representations and warranties contained in Section 6.02 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.8.12 [Reporting Requirements];
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account no Event of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower Default or Potential Default shall have provided to such Lender, occurred and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and continuing on the date of such extension and after giving effect thereto;
(iii) the Borrowers shall have paid to the Administrative Agent, for the ratable benefit of the Lenders, an extension fee equal to 0.15% of the aggregate Revolving Credit Commitments so extended;
(iv) either (x) the obligations under the AIR Note Agreement and all notes issued thereunder shall have been repaid in full or (y) the maturity date thereof shall have been extended to a date at least one year beyond such extended Expiration Date;
(v) the Administrative Agent shall have received new Appraisals within twelve (12) months of the Existing Expiration Date, on any or all of the Collateral Pool Properties; and
(vi) the Administrative Agent shall have received evidence as to whether any Collateral Pool Property is a Flood Hazard Property and if any Collateral Pool Property is a Flood Hazard Property, (i) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent fact that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, Collateral Pool Property is a Flood Hazard Property and (B) no Default as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (ii) if any such real property is a Flood Hazard Property, copies of insurance policies or Event certificates of Default exists or would result therefrominsurance evidencing flood insurance as may be required under Applicable Laws including Flood Insurance Laws and satisfactory to the Administrative Agent and the Lenders and naming the Administrative Agent as sole lender loss payee under a standard mortgagee endorsement.
Appears in 1 contract
Sources: Credit Agreement (Aimco OP L.P.)
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date as determined in good faith by the Administrative Agent (the first date on which such extension:conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.18(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of each Loan Party Holdings dated as of the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party Holdings (Ai) certifying and attaching that, as of the Extension Effective Date, the resolutions adopted by such Loan Party approving delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or consenting to such extension superseded since the date of adoption and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Extension Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and except that (z) for purposes of this Section 2.132.18, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default exists; and
(v) A duly completed Availability Certificate evidencing that on the Extension Effective Date Availability, on a Pro Forma Basis, is greater than or Event of Default exists or would result therefromequal to $0.
Appears in 1 contract
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date as determined in good faith by the Administrative Agent (the first date on which such extension:conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall deliver have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of each Loan Party Holdings dated as of the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party Holdings (Ai) certifying and attaching that, as of the Extension Effective Date, the resolutions adopted by such Loan Party approving delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or consenting to such extension superseded since the date of adoption and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Extension Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and except that (z) for purposes of this Section 2.132.17, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default or Event of Default exists or would result therefromexists.
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Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Expiration pursuant to each such extensionthis Section shall only be effective with respect to any Lender on the Extension Effective Date if:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrowerany proposed extension of the Expiration Date, certifying thatthe total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, before and after giving effect to such extensionthereto, (1) the representations representations, warranties of the Borrower and warranties contained the other Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct on in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Extension Closing Datecorrect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date date, and except that NAI-1540997189v1 for purposes of this Section 2.13Section, the representations and warranties contained in Section 6.02 6.1.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to clauses Section 8.3 [Reporting Requirements] (a) and (b) of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount other Loan Party shall be deemed to be determined by Borrower have made all such representations and Administrative Agent at warranties on the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.proposed Extension Effective Date);
(iii) (x) upon the reasonable request no Event of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower Default or Potential Default shall have provided to such Lender, occurred and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and continuing on the date of such extension and after giving effect thereto;
(iv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(v) on or before the Expiration Date of each Non-Extending Lender, (A) the representations Borrower shall have paid in full the principal of and warranties contained in the Loan Documents are true and correct interest on and as all of the Extension Closing Date, except Loans made by such Non-Extending Lender to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03, Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the then-existing Expiration Date and such Non-Extending Lender shall no Default longer be a "“Lender"” hereunder); and
(vi) if such extension is being effectuated in accordance with the last paragraph of Section 11.1 [Modifications, Amendments or Event Waivers] pursuant to which the terms of Default exists such extended Loans or would result therefromCommitments are being amended, an amendment entered into by the parties required by such provision shall have become effective.
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Conditions to Effectiveness of Extensions. As conditions precedent to each such extension:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI the Loan Documents are true and correct on and as of the Extension Closing Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03date, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Effective Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at provided in the time of any request to extend the Maturity Date under this SectionFee Letter, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (xA) upon Upon the reasonable request of any Lender Lender, including any Additional Lender, made at least fifteen (15) 15 days prior to the Closing Date of the extensionExtension Effective Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least ten (10) 10 days prior to the Closing Extension Effective Date of the extension and (yB) at least ten (10) 10 days prior to the Closing Date of the extensionExtension Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a2.7(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.03date, and (B) no Default or Event of Default exists or would result therefrom.
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Conditions to Effectiveness of Extensions. As conditions precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to each such extensionthis Section shall not be effective with respect to any Extending Lender unless:
(i) Borrower no Default or Event of Default shall deliver to Administrative Agent a certificate of each Loan Party dated have occurred and be continuing both on and as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer on and as of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before Existing Maturity Date and after giving effect to such extension, extension on the Existing Maturity Date;
(1ii) the representations and warranties contained in Article VI this Agreement are true and correct both on and as of the Extension Closing Date and on and as of the Existing Maturity Date and after giving effect to such extension on the Existing Maturity Date, except to the extent that such representations as though made on and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; provided, however, that for these purposes of this Section 2.13, the representations reference to the Closing Date in the representation and warranties contained warranty in Section 6.02 5.06(b) shall be deemed to refer be a reference to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default Extension Date or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Existing Maturity Date, Borrower shall pay to Administrative Agent a fee, for as the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.case may be);
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct both on and as of the Extension Closing Date and on and as of the Existing Maturity Date, except since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have occurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect;
(iv) on the Maturity Date of each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.15(d), the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent that such representations and warranties specifically refer necessary to an earlier date, in which case they are true and correct keep outstanding Committed Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such earlier date date; and
(v) both on the Extension Date and except that for purposes of this Section 2.13on the Existing Maturity Date, the representations and warranties contained in Section 6.02 Company shall be deemed to refer have delivered a certificate of a Responsible Officer to the most recent statements furnished pursuant Administrative Agent dated such date certifying as to clauses (a)and (b) the foregoing matters as of Section 7.03, and (B) no Default or Event of Default exists or would result therefromsuch date.
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Sources: Credit Agreement (Danaher Corp /De/)
Conditions to Effectiveness of Extensions. As conditions precedent to the effectiveness of each such extension:extension of the Revolver Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Revolver Maturity Date or the Extended Revolver Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, an “Extension Effective Date”):
(i) Borrower On the date of the applicable Revolver Extension Notice, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date, no Default shall deliver have occurred and be continuing;
(ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.0625% multiplied by the amount of the Aggregate Revolving Commitments as in effect on such Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason;
(iii) The Administrative Agent shall have received a certificate of each Loan Party the Parent dated as of the applicable Extension Closing Effective Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party the Parent (Ai) (x) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension or (y) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (Bii) in the case of Borrower, certifying that, before and after giving effect to such extension, (1A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the applicable Extension Closing Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty (a) set forth in Section 5.19 or (b) that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and except that (z) for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b) ), respectively, of Section 7.03, and (2) no Default or Event of Default exists or would result therefrom.
(ii) On the Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)and (b) of Section 7.036.01, and (B) no Default exists; and
(iv) The Borrowers and the other Loan Parties shall have delivered to the Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or Event defenses with respect to the payment or performance of Default exists or would result therefromany of the Obligations, including, without limitation, reaffirmations of the Guaranty, executed by the Loan Parties party thereto.
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